SHANDONG CHENMING PAPER HOLDINGS LIMITED Annual Report 2020 March 2021 I Important Notice, Table of Contents and Definitions The board of directors (the “Board”), the supervisory committee (the “Supervisory Committee”) and the directors (the “Directors”), supervisors (the “Supervisors”) and senior management (the “Senior Management”) of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of the annual report, guarantee that there are no false representations, misleading statements or material omissions contained in this annual report, and are jointly and severally responsible for the liabilities of the Company. Chen Hongguo, head of the Company, Dong Lianming, head in charge of accounting and Zhang Bo, head of the accounting department (Accounting Officer), declare that they warrant the truthfulness, accuracy and completeness of the financial report in the annual report. All Directors have attended the board meeting to review this report. The Company is exposed to various risk factors such as macro-economic fluctuation, state policies and regulations and competition in the industry. Investor should be aware of investment risks. For further details, please refer to the risk factors likely to be faced and the measures to be taken to address them as set out in the outlook on the future development of the Company in Discussion and Analysis of Operations. The proposed profit distribution plan of the Company was considered and passed by the Board: The audited consolidated net profit attributable to equity holders of the Company for 2020 prepared in accordance with Accounting Standards for Business Enterprises by the Company amounted to RMB1,712,029,078.52. When deducting the interest on Perpetual Bonds of RMB171,776,438.36 for 2020 and the fixed dividend on Preference Shares of RMB214,425,000.00, the distributable profit realised for 2020 amounted to RMB1,325,827,640.16. In accordance with the requirements of the Articles of Association and the Prospectus of Non-public Issuance of Preference Shares, based on the total ordinary share capital of 2,984,208,200 shares and the simulated ordinary shares converted from the second and third tranches of the Preference Shares using a conversion ratio of 1 share valued at RMB3.82 as at the end of 2020 of 589,005,236 shares, a cash dividend of RMB1.85 (tax inclusive) per 10 shares will be distributed to ordinary shareholders, a cash dividend of RMB1.85 (tax inclusive) per 10 simulated ordinary shares converted from the Preference Shares will be distributed to holders of the second and third tranches of the Preference Shares. No bonus shares will be issued and there is no increase of share capital from reserves. A cash dividend of RMB552,078,517.00 will be distributed to holders of ordinary shares and a variable cash dividend of RMB108,965,968.66 will be distributed to holders of the second and third tranches of the Preference Shares. In other words, a cash dividend of RMB4.84 (tax inclusive) per Preference Share with a nominal value of RMB100 each will be distributed to holders of the second and third tranches of the Preference Shares. If the total share capital of the Company changes before the date of the equity registration for the implementation of the equity distribution, it is proposed to maintain the same total distribution and adjust the distribution ratio per share accordingly. 2020 ANNUAL REPORT 1 I Important Notice, Table of Contents and Definitions Table of contents I Important Notice, Table of Contents and Definitions ........................................................................................ 2 II Company Profile and Key Financial Indicators ................................................................................................. 5 III Chairman’s Report ............................................................................................................................................ 10 IV Business Overview ............................................................................................................................................ 12 V Discussion and Analysis of Operations ............................................................................................................. 20 VI Directors’ Report ............................................................................................................................................... 45 VII Material Matters ................................................................................................................................................ 55 VIII Changes in Share Capital and Shareholders .................................................................................................... 90 IX Preference Shares ............................................................................................................................................. 98 X Directors, Supervisors and Senior Management and Staff ............................................................................... 102 XI Corporate Governance ...................................................................................................................................... 114 XII Corporate Bonds ............................................................................................................................................... 137 XIII Financial Report ................................................................................................................................................ 142 XIV Documents Available for Inspection.................................................................................................................. 320 2 SHANDONG CHENMING PAPER HOLDINGS LIMITED I Important Notice, Table of Contents and Definitions Definitions Item means Definition Company, Group, Chenming Group or means Shandong Chenming Paper Holdings Limited and its subsidiaries Chenming Paper Parent Company or Shouguang Headquarters means Shandong Chenming Paper Holdings Limited Chenming Holdings means Chenming Holdings Company Limited Shenzhen Stock Exchange means Shenzhen Stock Exchange Stock Exchange means The Stock Exchange of Hong Kong Limited CSRC means China Securities Regulatory Commission Shandong CSRC means Shandong branch of China Securities Regulatory Commission Zhanjiang Chenming means Zhanjiang Chenming Pulp & Paper Co., Ltd. Jiangxi Chenming means Jiangxi Chenming Paper Co., Ltd. Wuhan Chenming means Wuhan Chenming Hanyang Paper Holdings Co., Ltd. Shanghai Chenming means Shanghai Chenming Industry Co., Ltd. Huanggang Chenming means Huanggang Chenming Pulp & Paper Co., Ltd. Chenming (HK) means Chenming (HK) Limited Jilin Chenming means Jilin Chenming Paper Co., Ltd. Shouguang Meilun means Shouguang Meilun Paper Co., Ltd. Chenming Sales Company means Shandong Chenming Paper Sales Company Limited Finance Company means Shandong Chenming Group Finance Co., Ltd. Chenming Leasing means Shandong Chenming Financial Leasing Co., Ltd. and its subsidiaries Chenming GDR Fund means Weifang Chenming Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) Chenrong Fund means Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) Chenchuang Fund means Weifang Chenchuang Equity Investment Fund Partnership (Limited Partnership 2020 ANNUAL REPORT 3 I Important Notice, Table of Contents and Definitions Item means Definition Changjiang Chenming Equity Investment Fund means Hubei Changjiang Chenming Huanggang Equity Investment Fund Partnership (Limited Partnership) Shanghai Herui means Shanghai Herui Investment Co., Ltd. Corporate Bonds means 17 Chenming Bond 01 and 18 Chenming Bond 01 Preference Shares means Chenming You 01, Chenming You 02 and Chenming You 03 Perpetual Bonds means 17 Lu Chenming MTN001 and 17 Lu Chenming MTN002 the reporting period or the year means The period from 1 January 2020 to 31 December 2020 the beginning of the year or the period means 1 January 2020 the end of the year or the period means 31 December 2020 the prior year means The period from 1 January 2019 to 31 December 2019 4 SHANDONG CHENMING PAPER HOLDINGS LIMITED II Company Profile and Key Financial Indicators I. Company profile Stock abbreviation Stock code 000488 B 200488 01 140003 02 140004 03 140005 Stock exchanges on which the shares are listed Shenzhen Stock Exchange Stock abbreviation Chenming Paper Stock code 01812 Stock exchanges on which the shares are listed The Stock Exchange of Hong Kong Limited Legal name in Chinese of the Company Legal short name in Chinese of the Company Legal name in English of the Company (if any) SHANDONG CHENMING PAPER HOLDINGS LIMITED Legal short name in English of the Company (if any) SCPH Legal representative of the Company Chen Hongguo Registered address No. 595 Shengcheng Road, Shouguang City, Shandong Province Postal code of registered address 262700 Office address No.2199 Nongsheng East Road, Shouguang City, Shandong Province Postal code of office address 262705 Website of the Company http://www.chenmingpaper.com Email address chenmmingpaper@163.com II. Contact persons and contact methods Secretary to the Board Hong Kong Company Secretary Name Yuan Xikun Chu Hon Leung Correspondence Address No. 2199 Nongsheng East Road, Shouguang 22nd Floor, World Wide House, Central, Hong City, Shandong Province Kong Telephone (86)-0536-2158008 +852-21629600 Facsimile (86)-0536-2158977 +852-25010028 Email address chenmmingpaper@163.com liamchu@li-partners.com III. Information disclosure and places for inspection Designated media for information disclosure China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and Hong Kong Commercial Daily Designated websites for the publication of the annual Domestic: http://www.cinifo.com.cn; Overseas: http://www.hkex. report as approved by CSRC com.hk Places for inspection of the Company’s annual report Securities investment department of the Company IV. Change in registration Organisation registration code 913700006135889860 Change of principal activities since its listing (if any) No Change of the controlling shareholder (if any) No 2020 ANNUAL REPORT 5 II Company Profile and Key Financial Indicators V. Other relevant information CPAs engaged by the Company Name of CPAs Grant Thornton (Special General Partnership) CPAs’ Office Address Floor 11, Building No. 4, HuaChuang GuanLi Center, 219 Shunhai Road, Lixia District, Jinan Name of the Signing Certified Public Accountants Liu Jian and Jiang Lei Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable √ Not applicable Financial advisors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable √ Not applicable VI. Major accounting data and financial indicators Retrospective adjustment to or restatement of the accounting data for prior years by the Company Yes √ No Increase/decrease for the year as compared to the 2020 2019 prior year 2018 Revenue (RMB) 30,736,517,996.90 30,395,434,073.35 1.12% 28,875,756,163.56 Net profit attributable to shareholders of the Company (RMB) 1,712,029,078.52 1,656,566,584.88 3.35% 2,509,828,858.47 Net profit after extraordinary gains or losses attributable to shareholders 1,119,103,808.75 702,329,086.29 59.34% 1,953,699,849.75 Net cash flows from operating activities (RMB) 11,259,802,676.28 12,232,707,222.94 -7.95% 14,099,701,887.04 Basic earnings per share (RMB per share) 0.36 0.33 9.09% 0.51 Diluted earnings per share (RMB per share) 0.36 0.33 9.09% 0.51 Rate of return on weighted average net assets 5.84% 5.57% Increased by 0.27 8.51% percentage point Increase/decrease as at the end of the year As at the As at the compared to the As at the end of 2020 end of 2019 end of the prior year end of 2018 Total assets (RMB) 91,575,457,828.62 97,958,909,935.15 -6.52% 105,318,734,827.82 Net assets attributable to shareholders of the Company (RMB) 24,276,968,789.00 25,169,743,863.75 -3.55% 25,048,731,454.79 6 SHANDONG CHENMING PAPER HOLDINGS LIMITED II Company Profile and Key Financial Indicators Data specification: The net profit attributable to shareholders of the Company does not exclude the effect of the interest payment deferred and accumulated to subsequent periods for Perpetual Bonds under other equity instruments and the effect of the dividends on Preference Shares under other equity instruments that have been considered and approved for distribution. When calculating financial indicators such as earnings per share and rate of return on weighted average net assets, the interest on Perpetual Bonds of RMB171,776,438.36, the dividends on Preference Shares of RMB387,101,073.42 declared to be distributed and the cash dividends of RMB116,679,908.80 attributable to the shareholders of restricted shares expected to be unlocked in the future among the dividends distributed during the reporting period are deducted. VII. Differences in accounting data under domestic and overseas accounting standards 1. Differences between the net profit and net assets disclosed in accordance with international accounting standards and China accounting standards in the financial report Applicable √ Not applicable There was no difference between the net profit and net assets disclosed in accordance with international accounting standards and China accounting standards in the financial report during the reporting period. 2. Differences between the net profit and net assets disclosed in accordance with overseas accounting standards and China accounting standards in the financial report Applicable √ Not applicable There was no difference between the net profit and net assets disclosed in accordance with overseas accounting standards and China accounting standards in the financial report during the reporting period. VIII. Key Financial Indicators by Quarter Unit: RMB Q1 Q2 Q3 Q4 Revenue 6,085,376,805.28 7,514,428,960.58 8,473,304,915.35 8,663,407,315.69 Net profit attributable to shareholders of the Company 202,790,856.25 313,535,847.23 560,227,575.14 635,474,799.90 Net profit after extraordinary gains or losses attributable to shareholders of the Company 143,993,251.71 -76,111,135.48 463,336,879.91 587,884,812.61 Net cash flows from operating activities 655,581,522.20 1,671,452,262.48 4,941,816,336.88 3,990,952,554.72 Whether the above indicators or their aggregated amounts have any material difference with the respective amounts as disclosed in the quarterly report or interim report Yes √ No 2020 ANNUAL REPORT 7 II Company Profile and Key Financial Indicators IX. Five-year financial summary under paragraph 19 of appendix 16 of the Hong Kong Listing Rules Unit: RMB’ 0,000 For the year ended 31 December 2020 2019 2018 2017 2016 Before After Before After adjustment adjustment adjustment adjustment Revenue 3,073,652 3,039,543 2,887,576 2,985,174 2,947,245 2,290,711 2,256,692 Profit before tax 217,227 204,848 320,632 453,648 453,648 258,317 258,317 Tax 26,606 29,518 64,158 77,752 77,752 56,056 62,597 Profit for the current period attributable to shareholders of the Company 171,203 165,657 250,983 376,933 376,933 206,399 199,858 Minority interests 19,418 9,673 5,491 -1,036 -1,036 -4,138 -4,138 Basic earnings per share (RMB/share) 0.36 0.33 0.51 1.13 1.13 0.99 0.95 Rate of return on weighted average net assets (%) 5.84% 5.57% 8.51% 15.80% 15.80% 9.59% 9.23% Unit: RMB’ 0,000 For the year ended 31 December 2020 2019 2018 2017 2016 Before After Before After adjustment adjustment adjustment adjustment Total assets 9,157,546 9,795,891 10,531,873 10,562,510 10,562,510 8,228,535 8,228,535 Total liabilities 6,577,519 7,161,914 7,944,704 7,535,092 7,535,092 5,972,050 5,972,050 Minority interests 152,329 117,003 82,296 249,565 249,565 34,605 34,605 Equity attributable to shareholders of the Company 2,427,697 2,516,974 2,504,873 2,777,853 2,777,853 2,221,881 2,221,881 Net current assets (liabilities) -1,516,398 -774,633 -1,344,718 -783,090 -783,090 -1,094,182 -1,094,182 Total assets less current liabilities 4,052,922 4,526,014 4,390,405 4,837,646 4,837,646 3,557,671 3,557,671 8 SHANDONG CHENMING PAPER HOLDINGS LIMITED II Company Profile and Key Financial Indicators X. Items and amounts of extraordinary gains or losses √ Applicable Not applicable Unit: RMB Item Amount for 2020 Amount for 2019 Amount for 2018 Explanation Profit or loss from disposal of non-current assets (including write-off of provision for assets impairment) -51,477,216.37 135,669,108.82 17,149,722.72 Government grants (except for the government grants closely related to the normal operation of the company and granted constantly at a fixed amount or quantity in accordance with a certain standard based on state policies) accounted for in profit or loss for the current period 943,720,129.34 623,277,014.49 535,691,291.26 Gain arising from investment costs for acquisition of subsidiaries, associates and joint ventures by the corporation being less than its share of fair value of identifiable net assets of the investees on acquisition 364,597,001.77 Profit or loss from debt restructuring -14,942,498.74 -55,792,548.82 Except for effective hedging business conducted in the ordinary course of business of the Company, gain or loss arising from the change in fair value of financial assets held for trading, derivative financial assets, financial liabilities held for trading and derivative financial liabilities, as well as investment gains from disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and other debt investments 21,166,216.02 46,445,653.55 61,750,000.00 Consumable biological assets subsequently measured at fair value -13,329,852.55 19,752,911.94 -21,464,400.65 Other non-operating income and expenses other than the above items 8,582,997.62 24,876,982.31 23,291,720.22 Loss on abnormal work stoppage -24,567,901.71 Less: Effect of income tax 120,949,832.54 131,148,729.27 52,960,460.82 Effect of minority interests (after tax) 155,276,771.30 33,934,072.32 7,328,864.01 Total 592,925,269.77 954,237,498.59 556,129,008.72 – Notes for the Company’s extraordinary gain or loss items as defined in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 – Extraordinary Gains or Losses and the extraordinary gain or loss items as illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 – Extraordinary Gains or Losses defined as its recurring gain or loss items Applicable √ Not applicable No extraordinary gain or loss items as defined or illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No. 1 – Extraordinary Gains or Losses were defined by the Company as its recurring gain or loss items during the reporting period. 2020 ANNUAL REPORT 9 III Chairman’s Report Dear shareholders, I am pleased to present to all shareholders the report of the Company for the financial year ended 31 December 2020. On behalf of the Board, I express my sincere gratitude to all shareholders for their concern and support rendered to the Company. During the reporting period, in the face of the unexpected COVID-19 and the complicated and ever-changing international trade environment, the Company resolutely implemented the national decision-making and deployment on epidemic prevention and control, actively coordinated the work of epidemic prevention and control, resumed work and production, supported the epidemic areas, and actively fulfilled its social responsibilities, which fully demonstrated the responsibilities and the sense of responsibility of a national paper making enterprise. Under the leadership of the Board and the management of the Company, and the guidance of the policy of “efficient management, structural adjustment, market development and risk control”, the Group focused on the development of its principal activities, i.e. pulp production and paper making), carried forward the spirit of craftsman, concentrated efforts, strengthened its conviction and overcame difficulties to ensure that neither the epidemic prevention and control nor the production and operation were neglected. In the second half of 2020, with the effective control of COVID-19 in China, the recovery of domestic demand, the eradication of foreign waste, a stricter ban on plastics and other favourable policies, the prices of paper products such as white cardboard and the upstream pulp rose steadily, and the paper making industry entered an ascending channel. The prices of the Company’s major paper types rose several times, and the advantages of pulp and paper integration stood out. The core competitiveness of the Company was further enhanced. During the year, not only did the Company complete all its tasks, but it also achieved all its goals with flying colours. I. Results of Operations In 2020, the Company completed the production of machine-made paper of 5.77 million tonnes and achieved sales of 5.61 million tonnes, representing a year-on-year increase of 15.17% and 6.86%, respectively. The Company achieved revenue of RMB30,737 million, representing a year-on-year increase of 1.12%. Total profit and net profit attributable to equity holders of the Company were RMB2,172 million and RMB1,712 million respectively, up by 6.04% and 3.35% year on year. The Company’s total assets amounted to RMB91,575 million. II. Corporate Governance During the reporting period, the Company regulated its operation under the requirements of the Companies Law, the Securities Law, the Code of Corporate Governance for Listed Companies, the Guidelines of the Shenzhen Stock Exchange for Standardised Operation, the Rules Governing Listing of Stocks on Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the related regulations of the China Securities Regulatory Commission. The Company kept on improving and optimising its legal person governance structure and regulating its operation in practice. During the reporting period, the Company held 14 board meetings, 8 Supervisory Committee meetings and 8 general meetings. The operation of the “three meetings” was efficient and compliant. The Board and I considered the status of the Company’s corporate governance was substantially in compliance with the provisions and requirements of the regulatory documents such as the Code of Corporate Governance for Listed Companies. At the same time, the Board strived to regulate the operation of the Company. The Company improved its corporate governance system in a timely manner and successively amended the Registration Management System for Insiders, External Guarantee Decision System and Securities Investment Management System to further enhance the standard operation level of corporate governance. Strict enforcement of relevant internal control systems has promoted a regulated operation and healthy development of the Company, thus protecting the legitimate rights and interests of the investors. The overall status of corporate governance is in compliance with the requirements of the China Securities Regulatory Commission. As the Company’s development strives forward, its regulated operation and internal control will continue to improve. 10 SHANDONG CHENMING PAPER HOLDINGS LIMITED III Chairman’s Report III. Dividend Distribution The Company has always placed much emphasis on the benefits of and returns to its shareholders. The audited consolidated net profit attributable to equity holders of the Company for 2020 prepared in accordance with Accounting Standards for Business Enterprises by the Company amounted to RMB1,712,029,078.52. When deducting the interest on Perpetual Bonds of RMB171,776,438.36 and the fixed dividend on Preference Shares of RMB214,425,000.00 for 2020, the distributable profit realised for 2020 amounted to RMB1,325,827,640.16. In accordance with the requirements of the Articles of Association and the Prospectus of Non-public Issuance of Preference Shares, the proposed profit distribution plan of the Company for 2020 is as follows: Based on the total ordinary share capital of 2,984,208,200 shares and the second and third tranches of the simulated ordinary shares converted from the Preference Shares using a conversion ratio of 1 share valued at RMB3.82 as at the end of 2020 of 589,005,236 shares, a cash dividend of RMB1.85 (tax inclusive) per 10 shares will be distributed to holders of ordinary shares; a cash dividend of RMB1.85 (tax inclusive) per 10 simulated ordinary shares converted from the Preference Shares will be distributed to holders of the second and third tranches of the Preference Shares. No bonus shares will be issued and there is no increase of share capital from reserves. A cash dividend of RMB552,078,517.00 will be distributed to holders of ordinary shares and a variable cash dividend of RMB108,965,968.66 will be distributed to holders of the second and third tranches of the Preference Shares. In other words, a cash dividend of RMB4.84 (tax inclusive) per Preference Share with a nominal value of RMB100 each will be distributed to holders of the second and third tranches of the Preference Shares. If the total share capital of the Company changes before the date of the equity registration for the implementation of the equity distribution, it is proposed to maintain the same total distribution and adjust the distribution ratio per share accordingly. IV. Future Development Success goes to the one who is determined to pursue the long and rough road. As the beginning year of the 14th Five- Year Plan, 2021 will also see opportunities and challenges. This year, the Company will shoulder the responsibility of “revitalising the national paper making industry, persistently deepen and focus on the development of its principal activities; adhere to the general keynote of a green, low carbon, recycling and sustainable development, regard environmental protection engineering as the “Life Project” of its corporate development, comprehensively implement clean production, energy conservation, emission reduction and resource recycling, fulfil social responsibilities, and realise an all-win situation for economic benefits, social benefits and ecological benefits. Adhering to the theme of scientific development, and concentrating on improving quality and efficiency, the Company will comprehensively enhance its corporate management and operation quality. Adhering to the pulp and paper integrated development strategy, the Company will focus on the construction of Hubei Huanggang production base in central China, form the pattern comprising three production bases with Shouguang in the north, Huanggang in the middle and Zhanjiang in the south, enhance the synergy effect, strive to create a new situation of high-quality corporate development, and consolidate its leading position in the paper making industry, thus forging ahead to become the most competitive paper making enterprise in the world! On behalf of the Board, I would like to take this opportunity to express our heartfelt gratitude to the support and trust of all investors, customers, business partners of various circles and the general public. I also would like to express our sincere thanks to all Directors, Supervisors, the management and staff members of the Company, who put in a lot of mental and physical hard work in the past year. We are looking forward to working with you, aiming to build a bright future for Chenming Paper and provide good results as returns to our shareholders and society! Chen Hongguo Chairman 25 March 2021 2020 ANNUAL REPORT 11 IV Business Overview I. Principal activities of the Company during the Reporting Period (i) Principal activities of the Company during the reporting period The Company is a large conglomerate principally engaged in pulp production and paper making with synergistic development in finance, forestry, logistics and construction materials. Its key indicators in respect of business and economic efficiency have been in a leading position in the industry in China for over 20 consecutive years. The Company has been on the Fortune 500 China list for 11 years. The Company focuses on its principal activities, i.e. pulp production and paper making. The machine-made paper business is the major source of revenue and profit of the Company. During the reporting period, there was no significant change in the principal activities of the Company. 1. Business overview The Company has committed itself to implementing a pulp and paper integration strategy. It takes the lead in laying out the entire industrial chain, with 6 production bases in Shandong, Guangdong, Hubei, Jiangxi, Jilin and other places, with an annual pulp and paper production capacity of more than 11 million tonnes. It is the only large-scale pulp and paper integrated company in China that achieves a balance between pulp and paper production. The Company implements an innovation-driven strategy and has introduced world-leading pulp production and paper making technology and equipment. Its product series include high-end offset paper, white paper board, coated paper, light weight coated paper, household paper, electrostatic copy paper and thermal paper, with each major product ranking among the highest in terms of market share in China. The Company focuses on product and technology research and development, has scientific research institutions including the national enterprise technology centre, the post-doctoral working station, the state certified CNAS pulp and paper testing centre, Shandong Pulp and Paper Making Laboratory as well as the Guangdong Pulp and Paper Production Technology Research Center and has obtained 303 national patents including 25 patents for invention, with 7 products selected as national new products. The Company has obtained 15 science and technology progress awards above the provincial level and undertaken five national science and technology projects and 63 provincial technological innovation projects. The Company has pioneered to obtain the ISO9001 quality certification, ISO14001 environmental protection certification and FSC-COC certification among its industry peers. 12 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Business Overview I. Principal activities of the Company during the Reporting Period (Cont’d) (i) Principal activities of the Company during the reporting period (Cont’d) 2. Main products Culture paper Major BIYUNTIAN, CLOUDY MIRROR, and CLOUDY LEOPARD all-wood brands pulp offset paper; “CLOUDY LION” and “CLOUDY CRANE” offset paper; and “CEDAR” and “GREEN PINE” light weight paper. Range of Printing publications, textbooks, magazines, covers, illustrations, application notebooks, test papers, teaching materials, reference books, etc. Coated paper Major “SNOW SHARK” and “EAGLE” one-sided coated paper; brands “SNOW SHARK”, “EAGLE”, “RABBIT” and “SNOW SWALLOW” doublesided coated paper, and “EAGLE”, “RABBIT” and “SNOW SWALLOW” matte coated paper. Range of High quality printing, such as high-grade picture albums, picture, application magazines and so on. Promotional materials such as interior pages of high-end books, wall calendars, posters and so on. Upscale tobacco package paper, adhesive sticker, shopping bags, slipcases, envelopes, gift wrapping and so on. White cardboard Major White cardboard and ivory cardboard of ZITAN series and POPLAR brands series, super high bulk cardboard, Chenming cigarette cardboard, fluid inclusion cardboard, and base paper for mugs. Range of High-end gift boxes, cosmetics boxes, tags, shopping bags, application publicity pamphlets, high-end postcards; cigarette package printing of medium and high quality; milk package, beverage package, disposable paper cups, milk tea cups, and noodle bowls. 2020 ANNUAL REPORT 13 IV Business Overview I. Principal activities of the Company during the Reporting Period (Cont’d) (i) Principal activities of the Company during the reporting period (Cont’d) 2. Main products (Cont’d) Light weight coated paper Major Jinzhou high-grade light weight coated paper and refined light brands weight coated paper Range of Printing advertisements, high-end publications, magazine inner application pages, and picture albums; suitable for highspeed sheetfed press or high-speed rotary speed press. Industrial paper Major High-grade yellow antisticking base paper, ordinary yellow/white brands anti-sticking base paper, bill base paper, cast coated base paper, PE paper, stripping base paper, and white kraft paper Range of Anti-stick base paper is mainly used for producing the paper application base of stripping paper or anti-sticking base paper. Cast coated base paper is suitable for producing adhesive paper or playcard compound paper after coating. Electrostatic copy paper Major GOLDEN MINGYANG and GOLDEN CHENMING copy paper, brands BOYA and BIYUNTIAN copy paper, MINGYANG, LUCKY CLOUDS, BOYANG, and SHANYIN copy paper, and GONGHAO, and TIANJIAN copy paper Range of Printing and copying business documents, training materials, and application writing. Household paper Major Toilet paper, facial tissue, pocket tissue, napkin, paper towels, brands “XINGZHILIAN”, “FOREST LOVE”, and “BEIYING” Range of Daily toilet supplies; used in restaurants and other catering application industries, and used in public toilets in hotels, guesthouses, and office buildings, and also suitable for home and other environment. 14 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Business Overview I. Principal activities of the Company during the Reporting Period (Cont’d) (i) Principal activities of the Company during the reporting period (Cont’d) 3. Operation model (1) Purchase model The Company has established a comprehensive procurement information system, fully realised machine control management, and optimised the authorisation approval process. It strives to promote the construction of procurement information systems, establishes an enterprise network bidding platform, improves the contract management module, optimises the SAP three-level authority approval process, and effectively establishes a standardised procurement management system. Meanwhile, the Company cooperates with financial institutions and third parties in the supply chain financial business to enhance business reputation, establishes synergistic relationships, leverages core enterprise scale advantages, and improves the competitiveness of the supply chain; strengthens source procurement, implements the 80/20 procurement concept, introduces a competitive mechanism, improves supply quality, and reduces procurement costs; actively uses futures tools to optimise raw material pricing, prevents price risks, and realises futures pricing benefits. (2) Production model The Company has committed itself to implementing a pulp and paper integration strategy. The Company always adheres to the concept of “placing green development and environmental protection as its priority”. Several supporting projects have been built, for instance, alkali recovery system, middle water treatment system and middle water reuse system. Clean production has been actively promoted, and energy conservation and emission reduction have been carried out vigorously. The Company is building a resource-saving and environmentally friendly model enterprise. It is innovating an integrated use of resources and a circular industrial development mode, and an “ecological chain” featuring resources, products and recycled resources has been established. Its production volume is determined based on the sales, and its production is arranged scientifically. The product mix is being optimised, and its inventories are under strict control. The core competitiveness of the Company is further enhanced thanks to the increased beneficial results brought by the new project that has gone into operation. (3) Marketing model The Company has a relatively mature sales network, and has set up specialised sales companies responsible for the development of domestic and overseas markets, product sales, and formulation of sales policies. The sales companies’ management systems are divided into product lines, product companies, management areas, and branches to achieve matrix management. The sales companies are divided into product companies of cultural paper series, coated paper series and household paper series according to product line. Each product company has its administrative district. A regional general manager is responsible for his administrative district, under which branch companies are set up. The chief representatives of the branch companies have full authority to deal with branch business. The Company has implemented a three-level scheduling mechanism. Branch companies, administrative districts, and sales companies schedule task indicators daily to ensure the effective implementation of the plans. Meanwhile, by perfecting our information systems and optimising business procedures, realising IT-based management, the Company is improving its marketing management. 2020 ANNUAL REPORT 15 IV Business Overview I. Principal activities of the Company during the Reporting Period (Cont’d) (i) Principal activities of the Company during the reporting period (Cont’d) 3. Operation model (Cont’d) (4) R&D Mode The Company is market-oriented, and innovation is it driving force. Its investment in R&D and its development of new products have been taken to a higher level to maintain a strong ability in technological innovation. The Company has many scientific research institutions, for instance, the national enterprise technology centre, the post-doctoral working station, the state certified CNAS pulp and paper testing centre, Shandong Pulp and Paper Making Engineering Lab and the Guangdong Pulp and Paper Production Technology Research Centre. The Company also works hard on the following aspects: carrying out academic research with colleges and universities and R&D institutions such as Qilu University of Technology, Qingdao University of Science and Technology, Tianjin University of Science and Technology, and Institute of Chemical Industry of Forest Products of the Chinese Academy of Forestry, building a contingent of high-quality talents with hands-on experience in innovation, accelerating the industrialisation of new and high technologies, optimising product mix and improving the competitiveness of its products in the market. (ii) The situation of the industry where the Company operated and its position in the industry during the reporting period The paper making industry is one of the basic industries of the national economy. The paper making industry has the typical characteristics of large-scale industrial production, such as continuous and efficient operation, and significant economies of scale. The paper making industry is also vitally interrelated with people’s daily life. Not only is the paper making industry the provider of basic goods and materials, but it also makes a lot of important materials related to packaging, construction, chemical industry, electronics, energy, transportation, national security and other fields. The paper making industry plays an irreplaceable role in the national economy. Affected by the supply-side reform, the development of paper making industry has evolved from an extensive form to an intensive form. The increase in the societal demands, the publishing of environmental protection policies, the continuous advances in technology and the changes in the supply of resources have resulted in an accelerating reduction of the production capacity of low-end products, the increasing concentration ratio of the industry and an improving industrial pattern. Affected by the outbreak of COVID-19 in 2020, the ever-changing pattern of trade and other factors, the global economy slumped, and the external environment became complicated and difficult. In the face of difficulties, the control and prevention of COVID-19 and every aspect of economic and societal development were carried out efficiently on a national level. All decision-making and deployment were implemented with a determined attitude. The resumption of work and production were progressing steadily. The overall national economy was looking up, and the prices of paper products and the upstream pulp rose steadily. The implementation of the ban on plastics, the ban on importing waste and other policies brought a new scope for development to the paper making industry. Safety, stability and economic efficiency became a new issue in the industry. The major development trend of the paper making industry consisted of the further expansion of the industrial chain of paper making and the integration of pulp and paper. As a leading player in the paper making industry of China, the Company has implemented the strategy of innovative operation, quickened its pace in growth driver replacement and led the way in full industry chain operation, and has emerged as the only paper making enterprise in China to achieve capacity balance between pulp production and paper making. Currently, the Company has the annual pulp and paper production capacity of over 11 million tonnes, tops the industry in its paper product variety and ranks among the best in China in terms of the market share of its major products. In 2020, the Company was once again listed in Top 500 Enterprises in China with the highest rank among paper making enterprises, which demonstrated the strength in the Company’s development as it continued to lead the growth of the industry. 16 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Business Overview II. Material Changes of Major Assets 1. Material Changes of Major Assets Major assets Description Fixed assets During the reporting period, the pulping project and biomass power generation project of Huanggang Chenming were reclassified as assets. Construction in progress During the reporting period, the pulping project and biomass power generation project of Huanggang Chenming were reclassified as assets. Financial leasing assets During the reporting period, the Company continuously reduced the scale of the financial leasing business, with net recovery of RMB3,600 million. 2. Major Assets Overseas Applicable √ Not applicable III. Analysis of Core Competitiveness As a leading player in the paper making industry and a top 500 enterprise in China, after innovation and development for more than 60 years, the Company has created own brand and nurtured its core competitiveness. By quickening the pace in growth driver replacement and focusing on the main activities of pulp production and paper making, the Company has formed the following advantages: 1. Advantages of pulp and paper integration The official promulgation of the “ban on importing waste” and the improvement of relevant environmental protection standards have further expanded the supply gap of wood pulp, and put forward new requirements for the safety and stability of the industrial supply chain. The Company has unwaveringly implemented a pulp and paper integration strategy. At present, its major production bases located in Shouguang, Zhanjiang, and Huanggang are equipped with chemical pulp production lines, with total production capacity of wood pulp of over 4.30 million tonnes. It is the only modern large-scale paper making company that basically realises wood pulp self-sufficiency in China. A complete supply chain not only creates cost advantage for the Company, but also safeguards the safety, stability and quality of upstream raw materials, and renders strong support for the Company to maintain its long-term competitiveness. 2. Scale advantages The paper making industry is a typical capital-intensive and technology-intensive industry that follows the laws of economies of scale. The Company is a leading player in the paper making industry in China. Its large-scale production bases can be found in the major markets in Southern, Central, Northern, and Northeast China, with annual pulp and paper production capacity of over 11 million tonnes, which have obvious economies of scale. Meanwhile, leveraging the self-built international logistics centre and supporting railway dedicated lines and docks, the Company offers comprehensive logistics services such as unitised transportation, bonded warehousing, transfer and storage at stations and terminals. Through building an industrial ecosystem, the Company covers the whole business chain from production to sales and achieved a scientific reduction in costs and distinguished scale merit. 2020 ANNUAL REPORT 17 IV Business Overview III. Analysis of Core Competitiveness (Cont’d) 3. Product advantages The Company is an enterprise that offers the widest product range in the paper making industry. The product series include high-end offset paper, white paper board, coated paper, lightweight coated paper, household paper, electrostatic copy paper, thermal paper, etc., with each major product ranking among the best in terms of market share, among which the market share of cultural paper ranks first, and the market share of white cardboard and coated paper ranks second. Over the years, the Company has attached great importance to technology research and development, introduced the most advanced pulping and paper making technology and equipment, refined its products and promoted dynamic upgrade of products by persisting in technological innovation and work process optimisation, so as to continuously enhance the value of the brand of Chenming and improve brand benefits. 4. Industry layout advantages Centring on the pulp and paper integration strategy, the Company has integrated resources and established its production bases in the core target market to achieve coordinated development. Currently, the Company has six production bases in Shandong, Guangdong, Hubei, Jiangxi, Jilin and other places. With all products sold at close distances, the Company overcomes the transportation radius restriction. The swift and efficient delivery services drastically reduce production costs and improve market radiating capacity of its products. 5. Advantages in technical equipment ”One cannot make brick without straw.” The Company highly values the introduction and upgrades of technical equipment and boasts the largest and most advanced pulping and paper making production line in the world. The Company’s major production equipment has been imported from internationally renowned manufacturers, including Metso and Valmet of Finland, Voith of Germany, Andritz of Austria, etc. and reached the advanced international level. For the moment, the Company has three paper machines with a paper width of more than 11 metres, which ensures production efficiency and product quality. While making full use of international resources, the Company combines product characteristics and actual needs to improve technology and technical processes, refine operations, transform and optimise the pulp system’s degassing technology, wet end chemical technology, intelligent sheet lateral control technology, coating preparation technology and other technical processes, thereby significantly improving the overall efficiency. 6. Advantages in research and innovation The Company, Zhanjiang Chenming, Shouguang Meilun, Jiangxi Chenming, Jilin Chenming, Huanggang Chenming and Wuhan Chenming are high and new technology enterprises. Supported by the national enterprise technology centre and the post-doctoral working station, in recent year, the Company has vigorously implemented innovation promotion strategy, actively carried out in-depth industry-university-research cooperation with various prestigious domestic universities and research institutes, put more and more efforts in technical innovation and scientific research and development to develop new products with high technology contents and high added value as well as proprietary technologies. As of the date of this report, the Company has obtained 303 national patents including 25 patents for invention, 7 products selected as national new products, 15 science and technology progress awards above the provincial level and undertaken five national science and technology projects and 63 provincial technological innovation projects. 18 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Business Overview III. Analysis of Core Competitiveness (Cont’d) 7. Team management advantages With a reasonable and balanced professional structure, the Company has an experienced and stable core management team, including high-end talents specialised in production, technology, sales, finance, laws, etc. In the course of business operations, the stable core team has developed an internal corporate culture that ties in with the Company’s development, summarised management experience with industry characteristics, and formed a team advantage combining management and culture. At the same time, the Company has paid attention to the construction of a talent reserve cultivation mechanism. With advanced business concepts and enormous development space, the Company has attracted an array of high-calibre professionals and improved the level of talent pool. During the reporting period, the Company optimised its mid- and long-term incentive mechanism, implemented an equity incentive plan, and granted a total of 79.6 million restricted A-shares to 111 participants, which further stimulated the creativity of the management team. 8. Advantages in environmental governance capacity The Company has actively upheld the concept of “lucid waters and lush mountains are invaluable assets”, adhered to the development idea of “placing green development and environmental protection as its priority”, unswervingly followed the path of green development, and always regarded environmental protection as the “life project” to fully implement clean production, energy conservation, emission reduction, and resource recycling, and earnestly shoulder the corporate responsibility of environmental protection. The Company was awarded the honorary title of “2020 Environmental and Social Responsibility Enterprise”. In recent years, the Company and its subsidiaries have constructed the pollution treatment facilities including the alkali recovery system, middle water treatment system, middle water reuse system, white water recovery system and black liquor comprehensive utilisation system. The environmental indicators of the Company rank high in the country and in the world. At present, the Company adopts the world’s most advanced “ultrafiltration membrane+reverse osmosis membrane” technology to complete the reclaimed water recycling membrane treatment project, which is the largest middle water reuse project in the domestic paper industry. The reclaimed water recycle rate reaches more than 75%. The reclaimed water quality meets drinking water standards, which can save fresh water every day 170,000 cubic meters. 2020 ANNUAL REPORT 19 V Discussion and Analysis of Operations I. Overview In 2020, the unexpected COVID-19 epidemic posed unprecedented shock to the global economy and increased the downward pressure of the economy. Under the leadership of the Central Committee of the Communist Party of China, China adhered to the general principle of seeking progress while maintaining stability, carried out epidemic prevention and control and promoted economic development in a coordinated manner. With the continuous implementation of the “six stability” and “six guarantees” tasks, domestic economy embraced steady resuscitation, and China became the only country among the world’s major economies that achieved positive growth. As one of the important basic raw material industries in China, the output and total profit of the paper making and paper product industry exhibited a trend of “turning a negative into a positive, accelerating quarter by quarter”. Reeled from the epidemic in the first quarter during this reporting period, the paper making industry was confronted with problems such as insufficient raw materials, delays in production resumption and return to work, difficulties in logistics and delivery, decline in foreign trade, and insufficient market demand. According to the National Bureau of Statistics, the output of machine-made paper and paper board in China decreased by 12.4% year on year, the total profit of industrial enterprises above designated size in the paper making and paper product industry fell by 5.5% year on year. Since entering the second quarter, with the gradual strengthening of epidemic prevention and control achievements, enterprises resumed work and production in an orderly manner. Thanks to the combined effects of favourable policies such as the “ban on importing waste” and a stricter ban on plastics, market demand gradually picked up, which stimulated a price rise of pulp and machine-made paper and improved prosperity of the paper making industry. The major indicators changed from negative to positive and recorded growth against the overall downtrend. According to the data from the National Bureau of Statistics, from January to December 2020, the national output of machine-made paper and paper board was 127,006,300 tonnes, a record high since the founding of the People’s Republic of China. The Company seized opportunities during crisis and sought stability in changes. During the reporting period, the Company, as a leading player in the paper making industry in China, took strict control over the epidemic during the critical period of epidemic prevention and control, carried out production resumption and return to work in an orderly manner, and stabilised production and product quality. As the prevention and control of the epidemic bore fruits, market demand increased with a higher pulp price. The Company’s major types of paper saw a price rise. The advantages of the pulp and paper integration became more apparent with further enhanced profitability and successful fulfilment of various mission goals. In 2020, the Company produced 5.77 million tonnes machine-made paper with sales of 5.61 million tonnes, representing a year-on-year increase of 15.17% and 6.86% respectively. The Company recorded revenue of RMB30,737 million, representing a year-on-year increase of 1.12%. Total profit and net profit attributable to equity holders of the Company amounted to RMB2,172 million and RMB1,712 million respectively, representing a year-on-year increase of 6.04% and 3.35%. The operation and management results were mainly reflected in the following aspects: (i) Achieving objectives of production capacity and efficiency, strategic optimisation and upgrading In recent years, the Company continued to focus on the development of the principal business of pulping and paper making. It successively invested in the 500,000-tonne cultural paper renovation project of Shouguang headquarters, the 510,000-tonne high-end cultural paper project of Shouguang Meilun, the 1 million-tonne chemical pulp project of Shouguang Meilun and 600,000-tonne of chemical wood pulp project of Huanggang Chenming. The Company’s pulp and paper production capacity reached more than 11 million tonnes, becoming the only pulping and paper making enterprise in China with a balanced pulp and paper production capacity. During the reporting period, as the pulp price continued to rise, the Company’s advantages of low costs became prominent. New projects achieved the objectives of production capacity and efficiency and recorded year-on-year growth of total profit. 20 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations I. Overview (Cont’d) (ii) Satisfying performance brought by innovative sales In 2020, the COVID-19 epidemic brought a severe impact on sales work. In face of challenges, all sales personnel actively strengthened marketing and promotion, assessed the current situation, seized the opportunity generated by improved market sentiment and continued to increase prices, so as to achieve increases in both production and sales. The sales volume of machine-made paper was 5.61 million tonnes, representing an increase of 360,000 tonnes over last year. Firstly, we strengthened channel development and customer management. As a result, the number of contracted customers increased significantly, and the market construction has been steadily improved. Secondly, we gave full play to the advantages of the production base layout and increased sales at close distances. Thirdly, we improved credit management, increased prepayments and strictly control business risks. Fourthly, we insisted on structural adjustments, actively developed new products, increased sales of products with greater profit margin, and strengthened competitive advantages. (iii) Significant effects of supply chain management During the reporting period, the management of the supply chain management centre was improved. The centre strove for favourable policies, and the direct procurement from sources was taken to a higher level. The highlights of our unparalleled results are as follows: 1. the amount of funds used was lowered by improving plan management, regulating and sharing materials and selling on consignment. 2. National policies were researched on and strived for. The Company was approved as “The Experimental Unit for the Regulatory Reform of the Processing Trade of Enterprise Groups”. The Company and relevant import and export trade companies were approved to enjoy the tax payment guarantee policies provided by the Finance Company of Chenming, leading to a lower cost of customs clearance and quicker clearance than ever before. 3. The management of suppliers was further improved. We explored new sources vigorously. Its cooperation with customers, the stability of the supply of raw materials and the quality of raw materials were taken to a higher level. (iv) Improving financial management and capital structure During the reporting period, even though being confronted with harsh economic conditions, the Company improved its financial management steadily. Various measures were adopted to optimise our debt and capital structure, leading to a better financial conditions. 1. By enhancing capital management, lowering the balance of bonds and reducing our debt and lease in a sustained way, the Company withdrew capital with a net value of RMB3,600 billion. Risks were under effective control, and financial security was ensured. 2. Promoting setting up a financial information system and a capital management platform, realising a comprehensive improvement of the overall arrangement, standardisation and financial management of the Group’s financial business. 3. The policies benefiting enterprises, the scientific tax planning, improved analysis on the trend of exchange rates and other measures resulted in a lower cost of funds and a better financial position. 2020 ANNUAL REPORT 21 V Discussion and Analysis of Operations I. Overview (Cont’d) (v) Improving production management and exploring our potentials for a higher efficiency During the reporting period, our production system adhered to the guiding principles and goals of the Company. Our production management was enhanced. Our production was sped up for a high production volume. We also explored our potentials for a higher efficiency. The Company produce 5.77 million tonne machine-made paper in 2020, representing a year-on-year increase of 0.76 million tonnes. 1. We carried out standard practice vigorously to ensure that our paper making machines can operate in best conditions, aiming to increase production and efficiency. 2. Upholding the operation philosophy of “pulp and paper integration”. Maximising the production of self-produced pulp by increasing the production of paper making machines. 3. Producing products with high added value by adjusting product mix. Optimising the proportion of pulp to other materials to lower production costs. Our volume of production is determined on sales, and our production is arranged scientifically. We manage our inventory vigorously. Measures in relation to saving water and reducing pollutants discharges were adopted. The purpose of all of these actions is to explore our potentials and increase efficiency. (vi) Strict corporate management producing initial success In 2020, the Company’s management centre improved its basic management to conform to a series of requirements, and a certain amount of effect was produced. The details are as follows: 1. Improving and streamlining our institutions and enhancing our implementation. The Group’s overall management institutions were streamlined to make them simple and easy to use. We have developed 160 new procedures, and the number of existing procedures is over 1,200. Certain parts of these procedures are monitored by a mechanically controlled early warning system, leading to a higher operational efficiency. We obeyed our rules and regulations in a stricter manner. Problems were solved immediately once they were discovered. Weekly examinations and appraisals were conducted on essential works, improving the quality of our works effectively. 2. Improving our incentive mechanism and strengthening our team building. Our check-up system was organised comprehensively, and our medium-term and long-term incentive mechanism was improved. The 2020 Restricted A Shares Incentive Plan was implemented, thus, members of our team were motivated effectively. Everyone’s enthusiasm was aroused by taking up a job through competition among cadres, appraising through democratic discussion, choosing excellent employees and other activities. We improved the quality of our training and trained our own talents by building an online learning platform and an operational classroom and conducting training with special topic. 22 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations II. Analysis of principal operations 1. Overview Please see “I. Overview” under “Discussion and Analysis of Operations” for relevant information. 2. Revenue and cost (1) Components of revenue Unit: RMB 2020 2019 Amount % of revenue Amount % of revenue Increase/decrease Total revenue 30,736,517,996.90 100% 30,395,434,073.35 100% 1.12% By industry Machine-made paper 26,799,197,492.54 87.19% 25,911,568,864.47 85.25% 3.43% Financial leasing 935,121,026.20 3.04% 1,815,459,714.28 5.97% -48.49% Construction materials 419,138,839.41 1.36% 311,264,909.38 1.02% 34.66% Electricity and steam 195,367,954.91 0.64% 143,725,243.14 0.47% 35.93% Chemicals 144,274,657.39 0.47% 126,550,115.28 0.42% 14.01% Others 2,243,418,026.45 7.30% 2,086,865,226.80 6.87% 7.50% By product White paper board 7,900,414,595.22 25.70% 6,908,899,578.15 22.73% 14.35% Duplex press paper 6,880,399,009.21 22.39% 7,728,877,039.07 25.43% -10.98% Coated paper 4,134,523,188.76 13.45% 3,779,487,348.44 12.43% 9.39% Electrostatic paper 4,052,403,877.82 13.18% 3,270,064,358.54 10.76% 23.92% Anti-sticking raw paper 1,118,932,774.91 3.64% 1,238,578,315.18 4.07% -9.66% Household paper 531,378,922.70 1.73% 620,993,038.46 2.04% -14.43% Other machine-made paper 2,181,145,123.92 7.10% 2,364,669,186.64 7.78% -7.76% Financial leasing 935,121,026.20 3.04% 1,815,459,714.28 5.97% -48.49% Construction materials 419,138,839.41 1.36% 311,264,909.38 1.02% 34.66% Electricity and steam 195,367,954.91 0.64% 143,725,243.14 0.47% 35.93% Chemicals 144,274,657.39 0.47% 126,550,115.28 0.42% 14.01% Others 2,243,418,026.45 7.30% 2,086,865,226.80 6.87% 7.50% By geographical segment Mainland China 27,683,360,047.76 90.07% 26,788,134,394.76 88.13% 3.34% Other countries and regions 3,053,157,949.14 9.93% 3,607,299,678.59 11.87% -15.36% 2020 ANNUAL REPORT 23 V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 2. Revenue and cost (Cont’d) (2) Industries, products or regions accounting for over 10% of revenue or operating profit of the Company √ Applicable Not applicable Unit: RMB Increase/decrease Increase/decrease Increase/decrease of revenue as of operating costs of gross profit compared to the as compared to the margin as compared corresponding corresponding to the corresponding period of the period of the period of the Revenue Operating costs Gross profit margin prior year prior year prior year By industry Machine-made paper 26,799,197,492.54 21,227,455,753.49 20.79% 3.43% 3.94% -0.39% Financial leasing 935,121,026.20 127,620,095.42 86.35% -48.49% 6.41% -7.04% By product White paper board 7,900,414,595.22 5,764,493,788.34 27.04% 14.35% -4.69% 14.57% Duplex press paper 6,880,399,009.21 5,658,261,879.44 17.76% -10.98% -5.85% -4.48% Coated paper 4,134,523,188.76 3,253,634,912.22 21.31% 9.39% 13.16% -2.62% Electrostatic paper 4,052,403,877.82 3,196,464,794.41 21.12% 23.92% 32.27% -4.98% Anti-sticking raw paper 1,118,932,774.91 868,748,128.10 22.36% -9.66% -2.21% -5.91% Financial leasing 935,121,026.20 127,620,095.42 86.35% -48.49% 6.41% -7.04% By geographical segment Mainland China 27,683,360,047.76 21,069,825,079.51 23.89% 3.34% 8.21% -3.42% Other countries and regions 3,053,157,949.14 2,575,769,106.70 15.64% -15.36% -21.45% 6.54% Under the circumstances that the statistics specification for the Company’s principal operations data experienced adjustment in the reporting period, the principal activity data upon adjustment of the statistics specification as at the end of the reporting period in the latest year Applicable √ Not applicable 24 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 2. Revenue and cost (Cont’d) (3) Whether revenue from sales in kind is higher than revenue from services √ Yes No Increase/ By industry Item Unit 2020 2019 decrease Machine-made paper Sales ’ 0,000 tonnes 561 525 6.86% Production output ’ 0,000 tonnes 577 501 15.17% Inventories ’ 0,000 tonnes 40 24 66.67% Explanation on why the related data varied by more than 30% √ Applicable Not applicable As at the end of 2020, the inventories of machine-made paper increased by 66.67% from 240,000 tonnes to 400,000 tonnes as at the end of 2019, primarily due to lower sales as compared to production output due to the COVID-19 epidemic during the reporting period. (4) Performance of material sales contracts of the Company during the reporting period Applicable √ Not applicable 2020 ANNUAL REPORT 25 V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 2. Revenue and cost (Cont’d) (5) Composition of operating costs By industry Unit: RMB 2020 2019 By industry Item Amount % of operating costs Amount % of operating costs Increase/decrease Machine-made paper Raw materials 12,830,708,837.34 60.44% 11,895,067,318.85 58.24% 7.87% Chemicals 2,571,910,928.88 12.12% 2,919,986,264.98 14.30% -11.92% Energy and power 2,278,028,439.77 10.73% 2,258,151,625.63 11.06% 0.88% Shipping fee 1,108,102,345.78 5.22% 968,334,036.25 4.74% 14.43% Depreciation 1,024,679,469.64 4.83% 998,944,171.58 4.89% 2.58% Labour costs 273,064,171.97 1.29% 302,162,995.36 1.48% -9.63% Other production costs 1,140,961,560.11 5.37% 1,080,852,932.00 5.29% 5.56% Subtotal 21,227,455,753.49 100.00% 20,423,499,344.65 100.00% 3.94% Power and steam Raw materials 100,417,013.28 76.99% 93,231,639.91 81.42% 7.71% Depreciation 11,986,604.72 9.19% 8,188,723.61 7.15% 46.38% Labour costs 5,042,260.92 3.87% 3,266,996.70 2.85% 54.34% Energy and power 5,424,201.15 4.16% 3,133,240.96 2.74% 73.12% Chemicals 197,996.81 0.15% 201,122.01 0.18% -1.55% Other production costs 7,367,419.47 5.65% 6,485,517.59 5.66% 13.60% Subtotal 130,435,496.35 100.00% 114,507,240.78 100.00% 13.91% Construction materials Raw materials 253,136,606.53 70.56% 186,642,183.80 73.31% 35.63% Energy and power 40,584,938.35 11.31% 22,421,006.56 8.81% 81.01% Labour costs 22,635,978.10 6.31% 15,055,767.95 5.91% 50.35% Depreciation 10,376,987.54 2.89% 7,047,835.66 2.77% 47.24% Shipping fee 9,368,706.78 2.61% 2,284,676.48 0.90% 310.07% Other production costs 22,626,450.43 6.31% 21,130,132.76 8.30% 7.08% Subtotal 358,729,667.72 100.00% 254,581,603.21 100.00% 40.91% (6) Change of scope of consolidation during the reporting period √ Yes No During the reporting period, the scope of consolidation had 8 newly established subsidiaries, namely Chenming (Overseas) Co., Ltd., Chenming (Singapore) Co., Ltd., Qingdao Chenming Import and Export Trade Co., Ltd., Hainan Chenming Technology Co., Ltd., Hubei Changjiang Chenming Huanggang Equity Investment Fund Partnership (Limited Partnership), Hubei Huanggang Chenming Equity Investment Fund Management Co., Ltd., Shandong Dingkun Asset Management Partnership (Limited Partnership) and Huanggang Chenming Paper Technology Co., Ltd. During the reporting period, a subsidiary was acquired not within the definition of business, namely Shanghai Herui Investment Co., Ltd., and a subsidiary, Kunshan Tuoan Plastic Products Co., Ltd. was acquired by the Group. During the reporting period, 3 companies were reduced from the scope of consolidation. A subsidiary, Shandong Chenming Paper Group (Fuyu) Sales Co., Ltd. was absorbed into the Group. The Company disposed of 100% equity interest in Qingdao Chenming International Logistics Co., Ltd. and 100% equity interest in Shouguang Chenming Industrial Logistics Co., Ltd. Such companies were excluded from the scope of consolidation. 26 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 2. Revenue and cost (Cont’d) (7) Significant change in or adjustment of the businesses, products or services of the Company during the reporting period Applicable √ Not applicable (8) Sales to major customers and major suppliers Sales to major customers of the Company Total sales to top 5 customers (RMB) 4,206,250,003.00 Total sales to top 5 customers as a percentage of the total sales for the year 13.68% Sales to top 5 customers who are related parties as a percentage of the total sales for the year 0.00% Information on top 5 customers of the Company As a percentage of the total sales No. Name of customer Sales (RMB) for the year (%) 1 Customer A 1,517,790,193.09 4.94% 2 Customer B 874,517,197.71 2.85% 3 Customer C 757,788,686.39 2.47% 4 Customer D 568,959,413.24 1.85% 5 Customer E 487,194,512.57 1.59% Total – 4,206,250,003.00 13.68% Other explanation of the major customers Applicable √ Not applicable 2020 ANNUAL REPORT 27 V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 2. Revenue and cost (Cont’d) (8) Sales to major customers and major suppliers (Cont’d) Major suppliers of the Company Total purchases from top 5 suppliers (RMB) 3,318,628,631.65 Total purchases from top 5 suppliers as a percentage of the total purchases for the year 14.03% Total purchases from top 5 suppliers who are related parties as a percentage of the total purchases for the year 0.00% Information on top 5 suppliers of the Company As a percentage of the total purchases No. Name of supplier Purchases (RMB) for the year (%) 1 Supplier A 728,638,276.95 3.08% 2 Supplier B 713,093,673.39 3.02% 3 Supplier C 712,173,613.55 3.01% 4 Supplier D 618,918,206.86 2.62% 5 Supplier E 545,804,860.90 2.31% Total – 3,318,628,631.65 14.03% Other explanation of the major suppliers Applicable √ Not applicable 3. Expenses Unit: RMB Increase/ 2020 2019 Decrease (%) Reasons for material changes Selling and distribution 298,246,355.91 320,810,724.85 -7.03% Salaries and travel expenses decreased Expenses year on year during the reporting period. General and administrative 1,025,420,660.39 1,134,725,391.84 -9.63% Loss on work stoppage decreased year expenses on year during the reporting period. Finance expenses 2,562,065,063.22 2,916,029,154.37 -12.14% Interest expenses of the Company decreased year on year during the reporting period. Research and development 1,274,355,241.49 992,312,956.74 28.42% The Company increased efforts in expenditure research and development during the reporting period. 28 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 4. Research and development expenditure √ Applicable Not applicable During the reporting period, the Company’s technological R&D centre is carrying out its guiding principle of “optimisation and innovation, leading technologies, structural adjustment, increasing economic benefit, quality management, first-class quality, improving management and great achievements”. We are always guided by customers’ needs. Improving economic benefits is our goal. We keep pushing technological innovations, the production of products with high added value, technological optimisation, aiming to improve the quality of our products. In 2020, the Company obtained 76 national patents, one of which was a patent of paper making denaturation amylum, representing the Company’s breakthrough in the field of papermaking denaturation amylum. We applied for special technological research cases on the provincial level vigorously. Five cases were on the list of 2020 Shandong Technological Innovation Special Cases, for instance, the “Technological Development of Effective Sizing with Electrostatic Paper” case, the “Technological Development of Art Paper for Advertisement” case and the “Technological Development of Art Paper for Culture”. The “Technological Development of Rime Art Paper” case and the “Super High Bulk Art Paper for Children’s Picture Album” were honoured as the Excellent New Product of 2020 Shandong Technological Innovation Award and the First Prize of Excellent New Achievement. The Company will continue adhering to the orientation of technological innovation. We will improve our R&D and product quality in a sustained way, aiming to take our core competence in developing the enterprise to a higher level. Research and development expenditure of the Company Percentage 2020 2019 of change R&D headcount 1,933 1,925 0.42% Ratio of R&D personnel 15.16% 14.07% 1.09% R&D expenditure (RMB) 1,274,355,241.49 992,312,956.74 28.42% R&D expenditure to revenue 4.15% 3.26% 0.89% Reasons for significant change in total R&D expenditure to revenue Applicable √ Not applicable Reasons for and reasonableness of the significant change of the capitalisation rate of R&D expenditure Applicable √ Not applicable 2020 ANNUAL REPORT 29 V Discussion and Analysis of Operations II. Analysis of principal operations (Cont’d) 5. Cash flows Unit: RMB Increase/ Item 2020 2019 decrease (%) Subtotal of cash inflows from operating activities 40,142,770,644.64 41,633,562,986.95 -3.58% Subtotal of cash outflows from operating activities 28,882,967,968.36 29,400,855,764.01 -1.76% Net cash flows from operating activities 11,259,802,676.28 12,232,707,222.94 -7.95% Subtotal of cash inflows from investing activities 800,515,222.13 1,135,086,731.00 -29.48% Subtotal of cash outflows from investing activities 981,555,028.94 3,160,639,742.95 -68.94% Net cash flows from investing activities -181,039,806.81 -2,025,553,011.95 91.06% Subtotal of cash inflows from financing activities 31,654,325,203.77 34,920,351,820.10 -9.35% Subtotal of cash outflows from financing activities 41,248,363,106.56 44,407,779,477.64 -7.11% Net cash flows from financing activities -9,594,037,902.79 -9,487,427,657.54 -1.12% Net increase in cash and cash equivalents 1,498,841,936.39 508,769,784.89 194.60% Explanation on main effects of material changes in relevant data year-on-year √ Applicable Not applicable Net cash flows from investing activities increased by 91.06% as compared to the corresponding period of the prior year mainly due to the purchase of the equity interest in Nanyue Bank by the Company during the corresponding period of the prior year. Explanation on reasons leading to the material difference between net cash flows from operating activities during the reporting period and net profit for the year Applicable √ Not applicable III. Analysis of non-principal operations Applicable √ Not applicable 30 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations IV. Analysis of assets and liabilities 1. Material changes of asset items Particulars in relation to adjustments made to relevant items of the financial statements as at the beginning of the year of the initial adoption of New Revenue Standard and New Leases Standard by the Company from 2020 Not applicable Unit: RMB As of the end of 2020 As of the beginning of 2020 As a percentage As a percentage Percentage Amount of total assets Amount of total assets change Description Accounts receivable 1,984,931,665.82 2.17% 2,525,083,311.03 2.58% -0.41% Mainly due to the Company stepping up its efforts to recover its receivables and increased its account receivable turnover rate. Prepayments 964,290,512.36 1.05% 603,573,549.08 0.62% 0.44% Mainly due to the increase of the Company’s raw material prepayment. Non-current assets due 4,222,744,207.34 4.61% 6,974,539,613.30 7.12% -2.51% Mainly due to the extension granted to certain within one year financial leasing customers as affected by the COVID-19 epidemic. Other current assets 2,716,918,695.85 2.97% 8,108,707,394.70 8.28% -5.31% Mainly due to continued reduction of the scale of the financial leasing business. Long-term receivables 4,658,884,857.95 5.09% 1,200,575,810.95 1.23% 3.86% Mainly due to the extension granted to certain financial leasing customers as affected by the COVID-19 epidemic. Investment properties 5,943,159,568.00 6.49% 5,082,362,293.11 5.19% 1.30% Mainly due to the transfer of Shanghai Herui’s equity to offset the debts of the leasing companies. Fixed assets 37,651,706,658.97 41.12% 34,439,935,032.69 35.16% 5.96% Mainly due to the transfer of assets of the Construction in progress 179,857,941.83 0.20% 5,476,122,928.95 5.59% -5.39% Huanggang chemical pulp project. Short-term borrowings 32,793,992,957.86 35.81% 36,883,156,014.19 37.65% -1.84% Mainly due to the active reduction of the scale of short-term debt. Bills payable 2,998,936,736.34 3.27% 1,515,048,206.00 1.55% 1.73% During the reporting period, the Company increased its payment for goods with bills. Other payables 1,956,715,367.83 2.14% 2,594,249,626.54 2.65% -0.51% Mainly due to the repayment of shareholders’ financial assistance during the reporting period. Non-current liabilities due 7,160,949,615.93 7.82% 5,662,958,920.03 5.78% 2.04% Mainly due to the medium-term notes due within within one year one year, and the reclassification of its effect. Bonds payable 1,536,877,351.46 1.68% 1,258,270,909.49 1.28% 0.39% Mainly due to the resale of the 350 million Corporate Bonds during the reporting period. Other non-current liabilities 789,521,686.07 0.86% 3,042,841,328.86 3.11% -2.24% Mainly due to the reclassification of certain medium-term notes to non-current liabilities due within one year during the reporting period. Other equity instruments 5,473,500,000.00 5.98% 7,465,500,000.00 7.62% -1.64% Repayment of the 2 billion Perpetual Bonds during the reporting period. 2020 ANNUAL REPORT 31 V Discussion and Analysis of Operations IV. Analysis of assets and liabilities (Cont’d) 2. Assets and liabilities measured at fair value √ Applicable Not applicable Unit: RMB Profit or loss Cumulative Impairment Increase in from change in fair value provided purchases/ Opening fair value during change charged during breeding during Disposal during Other Closing Item balance the period to equity the period the period the period changes balance 1. Held-for-trading financial assets (excluding derivative financial assets) -2,777,016.53 -2,777,016.53 195,684,817.15 192,907,800.62 2. Other non-current financial assets 147,445,653.55 9,464,346.45 55,910,000.00 4,000,000.00 15,000,000.00 145,910,000.00 3. Consumable biological assets measured at fair value 1,541,004,633.42 -13,329,852.55 20,102,661.98 66,312,515.15 58,600,430.58 1,535,386,865.44 Whether there were any material changes on the measurement attributes of major assets of the Company during the reporting period Yes √ No 3. Restriction on asset rights as at the end of the reporting period Unit: RMB Carrying amount as at the end of Item the period Reasons for such restriction Monetary funds 13,022,652,331.98 As deposits for bank acceptance bills and letters of credit, and deposit reserves etc. Held-for-trading financial assets 96,453,900.31 As deposits for borrowings from Haitong International Accounts receivable financial Securities Investment properties 5,555,551.65 As collateral for letters of guarantee and letters of credit Fixed assets 4,929,794,589.62 As collateral for bank borrowings Intangible assets 11,147,836,807.04 As collateral for bank borrowings and long-term payables 1,247,015,765.23 As collateral for bank borrowings and long-term payables Total 30,449,308,945.83 32 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations V. Investments 1. Overview √ Applicable Not applicable Investments during the corresponding period of prior year Investments during the reporting period (RMB) (RMB) Change 1,940,190,000.00 3,601,194,479.24 -46.12% 2. Material equity investments during the reporting period √ Applicable Not applicable Unit: RMB Profit or loss Progress as from Date of Form of Investment Source of Period of at the date of Estimated investment Involvement disclosure Disclosure index Name of investee Principal activities investment amount Shareholding fund Partner(s) investment Product type balance sheet return for the period in lawsuit (if any) (if any) Kunshan Tuoan Plastic Plastic products Acquis t on 220,000,000.00 100% Self-owned Subsid ary Long-term Plastic products Completed 0.00 7,770,967.40 No Not appl cable Not appl cable Products Co., Ltd. funds Hainan Chenming Technology Goods procurement and Newly 10,000,000.00 100% Self-owned Subsid ary Long-term Wood products, Completed 0.00 214,053.76 No Not appl cable Not appl cable Lim ted sales establ shed funds wood pulp, machine-made paper Hubei Changj ang Chenming Consult ng service Newly 533,390,000.00 59.97% Self-owned Hubei Changj ang Operating period Privately placed Completed 0.00 – No 24 December http://www.cninfo.com.cn Huanggang Equity Investment business related to establ shed funds (Huanggang) of 5 years, 2020 Fund Partnership (Lim ted non-securit es equity Asset Investment automatic Partnership) i vestment activ t es Fund Partnership extension after (Lim ted maturity Partnership) Shandong Dingkun Asset Asset management Newly 1,000,000,000.00 99.90% Self-owned Subsid ary Long-term Asset Completed 0.00 -31,859,598.23 No 24 December http://www.cninfo.com.cn Management Partnership services for self-owned establ shed funds management 2020 (Lim ted Partnership) fund i vestments Shanghai Herui Investment Co., Industria i vestment Acquis t on 176,800,000.00 100% Self-owned Subsid ary Long-term Investment Completed 0.00 – No 5 December http://www.cninfo.com.cn Ltd. funds apartment 2020 Total – – 1,940,190,000.00 – – – – – – 0.00 -23,874,577.07 – – – 3. Material non-equity investments during the reporting period Applicable √ Not applicable 2020 ANNUAL REPORT 33 V Discussion and Analysis of Operations V. Investments (Cont’d) 4. Financial asset investment (1) Security investments √ Applicable Not applicable Unit: RMB Book value at Profit or loss the beginning from changes Accumulated Purchased Profit or Book value Initial Accounting of the in fair value changes in fair amount in Sold amount loss during at the end of Stock Abbreviation of investment measurement reporting in the current value included the current in the current the reporting the reporting Classification Source of Type of security code stock name cost model period period in equity period period period period in accounts shareholding Domestic and 09668 China Bohai 195,684,817.15 Measured at 0.00 -2,777,016.53 -2,777,016.53 195,684,817.15 0.00 -2,777,016.53 192,907,800.62 Held-for-trading Self-owned funds foreign shares Bank fair value financial assets and borrowings Total 195,684,817.15 – 0.00 -2,777,016.53 -2,777,016.53 195,684,817.15 0.00 -2,777,016.53 192,907,800.62 – – Disclosure date of announcement in relation 20 June 2020 to the consideration and approval of securities investments by the Board Disclosure date of announcement in relation Not applicable to the consideration and approval of securities investments by the shareholders’ general meeting (if any) (2) Derivatives investments Applicable √ Not applicable The Company did not have any derivative investments during the reporting period. 5. Use of proceeds Applicable √ Not applicable The Company did not use any proceeds during the reporting period. 34 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations VI. Disposal of material assets and equity interest 1. Disposal of material assets Applicable √ Not applicable The Company did not dispose any material assets during the reporting period. 2. Disposal of material equity interest √ Applicable Not applicable Net profit contribution to the Company Net profit from the contribution to Carried out on beginning of the Company schedule or the period on equity Relevant not, if not, up to the disposal as a Related asset the reasons Transaction disposal percentage of Pricing basis of party Relationship title fully and measures Equity interest Disposal consideration date Effect of disposal total net disposal of transaction with transferred taken by Disclosure Disclosure Counterparty(ies) disposed of date (RMB’0,000) (RMB’0,000) on the Company profit (%) equity interest or not counterparty(ies) or not the Company date index Zhanjiang Kangyao Shouguang 29 February 710 -397.07 Beneficial for 0.66% Appraised value No Not related party Yes Transfer Not applicable Not applicable Timber Limited Chenming 2020 resources integration completed Industrial of the Company, Logistics asset portfolio Co., Ltd. optimisation, and Zhanjiang Kangyao Qingdao 29 February 2,300 -36.61 concentration of 0.32% Appraised value No Not related party Yes Transfer Not applicable Not applicable Timber Limited Chenming 2020 competitive edges completed International on principle Logistics businesses to Co., Ltd. improve quality and efficiency. 2020 ANNUAL REPORT 35 V Discussion and Analysis of Operations VII. Analysis of major subsidiaries and investees √ Applicable Not applicable Major subsidiary and investees accounting for over 10% of the net profit of the Company Unit: RMB Type of Registered Name of company company Principal activities capital Total assets Net assets Revenue Operating profit Net profit Zhanjiang Chenming Subsidiary Production and sale 5,550,000,000.00 23,682,487,540.14 10,198,061,649.33 11,870,586,483.29 1,324,125,687.68 1,192,007,567.15 Pulp & Paper Co., Ltd. of duplex press paper, electrostatic paper, and white paper board Jiangxi Chenming Paper Subsidiary Production and sale of 2,448,235,549.05 7,640,903,439.72 3,344,498,934.32 3,434,854,907.78 294,479,476.26 265,237,736.13 Co., Ltd. white paper board, cultural paper and light weight paper Shouguang Meilun Paper Subsidiary Production and sale of 3,432,631,579.00 14,925,462,793.85 5,880,335,249.54 8,070,365,747.22 227,550,879.88 219,893,721.83 Co., Ltd. coated paper, cultural paper, household paper and chemical pulp Shandong Chenming Subsidiary Financial services 5,000,000,000.00 8,154,685,390.31 5,348,813,486.25 358,333,247.22 283,123,201.10 211,363,966.26 Group Finance Co., Ltd. 36 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations VII. Analysis of major subsidiaries and investees (Cont’d) Acquisition and disposal of subsidiaries during the reporting period √ Applicable Not applicable Methods to acquire and dispose of subsidiaries during Impact on overall production and Name of company the reporting period operation and results Chenming (Overseas) Co., Ltd. Newly established There are few business operations and no impact at the moment. Chenming (Singapore) Co., Ltd. Newly established There are few business operations and no impact at the moment. Qingdao Chenming Import and Export Trade Co., Ltd. Newly established There are few business operations and no impact at the moment. Hainan Chenming Technology Co., Ltd. Newly established Net profit increased by RMB0.21 million. Hubei Changjiang Chenming Huanggang Equity Newly established There are few business operations and Investment Fund Partnership (Limited Partnership) no impact at the moment. Hubei Huanggang Chenming Equity Investment Fund Newly established There are few business operations and Management Limited no impact at the moment. Shandong Dingkun Asset Management Partnership Newly established Net profit decreased by RMB31.86 (Limited Partnership) million. Huanggang Chenming Paper Technology Limited Newly established There are few business operations and no impact at the moment. Shanghai Herui Investment Co., Ltd. Acquisition There are few business operations and no impact at the moment. Kunshan Tuoan Plastic Products Co., Ltd. Acquisition Net profit increased by RMB7.77 million. Shandong Chenming Paper Group (Fuyu) Sales Merger Net profit decreased by RMB0.32 million. Co., Ltd. Shouguang Chenming Industrial Logistics Co., Ltd. Transfer of 100% equity interest Net profit increased by RMB5.41 million. Qingdao Chenming International Logistics Co., Ltd. Transfer of 100% equity interest Net profit increased by RMB11.36 million. Particulars of major subsidiaries and investees 1 For the integrated forestry, pulp and paper project of Zhanjiang Chenming, the gross profit margin of its main products, electrostatic paper and white paper board, reached a high level, showing strong profitability. 2 Jiangxi Chenming is mainly engaged in the production and sales of white paper board and culture paper, and the profitability of white paper board has increased. 3 Shouguang Meilun is responsible for the production and sales of coated paper and culture paper, and its profitability will further improve after its 1,000,000 tonne chemical pulp project commences operation. 4 The Finance Company, as the financial institution serving the Group’s companies, saved financial costs for the Company and recorded sound profitability. 2020 ANNUAL REPORT 37 V Discussion and Analysis of Operations VIII. Structured entities controlled by the Company Applicable √ Not applicable IX. Outlook on the future development of the Company (i) Overview and development trend of the industry Last year, despite the unfavourable factors in macro-economy and global public health issue, the Chinese papermaking industry was able to withstand all kinds of pressure and overcame challenges, thus realising steady growth. According to the National Bureau of Statistics, in 2020, the production volume of machine-make paper and paper board in China was 127.0063 million tonnes, representing a year-on-year increase of 1.48%. National-scale enterprises realised total profit of RMB6,451.610 billion, representing an increase of 4.1% from last year. The supply- side reform has gradually deepened. Low-end production capacity may actively exit the industry or passively forced out from the industry. The industry completion has further optimised, and the industry leaders had a greater influence in the industry. The Waste Prohibition Order was implemented effectively. The optimisation of industry chain became a national strategy. Industry leaders accelerated industry chain layout. Papermaking industry is a typical industry with high entry barriers, and featured with obvious oligopoly. Looking forward, as driven by environmental protection policies, the industry concentration is expected to further enhance. In addition, the Waste Prohibition Order and the Plastic Restriction Order had directly and indirectly increased the demand in upper stream paper pulp supply. In respect of overseas market, the Company will create a better “combo” through diversified market tools, aiming to enhance its influence in global raw material market. In respect of domestic market, the acceleration in industry chain construction and optimisation of self-supply of raw materials to secure stable supply will be the key focus of the industry in the future. (ii) Development strategy of the Company 2021 is the opening year of the “14th Five Year Plan”. As guided by the national key direction of “adhering to the new development concept and building new development trend at the new development stage”, the Company will remain true to our original aspiration and develop by grasping opportunities arise. Taking “revitalising the Chinese papermaking industry” as our mission with scientific development as main theme, centring on efficiency enhancement, and focusing on pulp production and papermaking as major operation, the Company will concentrate on strengthen the industry, and continue to put great efforts in the implementation of strategies driven by innovation and development. The Company will accelerate the growth driver replacement. With transformation and upgrade guided by green ecology, the Company will fully exploit its advantages in full industry chain and adhere to the path of quality, sustainable green and low carbon development, thereby offering customers with more eco-friendly, quality products and services. The Company will also strive to achieve the corporate mission of “developing Chenming as a RMB100 billion enterprise with sustainable operation for a century”. 38 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations IX. Outlook on the future development of the Company (Cont’d) (iii) Operation plans for 2021 Stepping into a new path and get ready to set off. In 2021, the Company will develop the core value of “achieving win-win situation with sincere operation”, adhere to the management direction of “efficient management, structure adjustment, market exploration and strict risk control”, and continue to carry forward our corporate philosophy of “learning, surpassing limits and maintaining leading position”. The Company will focus on operation management, further implement various working directions formulated, fully enhance corporate management level, and promote quality development of the Company. 1. Focus on corporate management and efficiency enhancement Adhering to the working direction of “focusing on execution for system optimisation, incentive for appraisal enhancement, actual effect for team building, and result for management improvement”, the Company will fully enhance its management standards. Firstly, the Company will focus on system implementation, implement automated operation in key procedures, and formulate case study analysis for typical issues. Secondly, the Company will enhance its appraisal incentives, further optimise appraisal measures, highlight the performance of key functions, implement appraisal measures on key operations, and motivate the work enthusiasm of employees. The Company will also strictly implement performance-based incentive measures for cost reduction, efficiency enhancement and fight for policy, and effectively mobilise the enthusiasm and creativity of works. Thirdly, the Company will strengthen team building. Referencing to the advanced ways on talent recruitment of outstanding enterprises, the Company will introduce talent to its senior management, and improve the overall quality of management team. The Company will establish a professional training team, which will offer accurate, effective and practical trainings for the development of the Company. 2. Focus on sales management and strive for innovation and breakthrough Adhering to the concept of accountable to the customers, the sales system will continue to implement the working direction of “getting familiar to market operation, striving for structure adjustment, implementing strict control over business risk and comprehensively improving management”. The Company will strengthen basic management, create innovative sales model, and further increase the market share of products of the Company. Firstly, the Company will assess market trend, enhance market operation, adjust product portfolio, and improve the effectiveness of price rise. Secondly, the Company will optimise the sales network and after-sale service network, proactive expand overseas sales channels and enhance its cooperation with core direct sale customers, thereby offering efficient, quick and whole process services for customers. Thirdly, the Company will fully enhance basic management, improve management system, formulate sales policies in line with the actual market condition, increase control points on operational procedures, and eliminate sales weaknesses. Fourthly, the Company will strengthen team building, establish innovative appraisal model, and implement comprehensive “meshing” management over key markets and regions. The Company will also enhance the expertise of sales personnel, aiming to establish an efficient sales team. 2020 ANNUAL REPORT 39 V Discussion and Analysis of Operations IX. Outlook on the future development of the Company (Cont’d) (iii) Operation plans for 2021 (Cont’d) 3. Strengthening financial management to lower financial costs The financial system will continue with the thorough implementation of the principles of “strict control over the use of funds, strengthening financing capabilities, enhancing cost control, and comprehensively improving management”, as well as optimise the debt structure, in an attempt to ensure high-quality and stable operation of the Company. Firstly, we will strengthen basic management, promote the application of financial management software in relation to credit and financial statements, strengthen computer control, and improve our ability to analyse financial big data. Secondly, our measures to optimise the financing structure include reasonable planning of the issuance and composition of long-term and short-term bonds, implementation of equity financing projects such as convertible bonds and refinancing, further efforts in reducing the scale of financial leasing and bringing the Company’s gearing ratio down. Thirdly, we will increase revenue and reduce expenditure, proactively pursue preferential policies, optimise performance indicators of financing costs, and reduce financial expenditures. 4. Emphasis on production management to enhance production capability and efficiency The production system will continue to implement the business concepts of “stable operation, greater production capacity, better quality, and lower costs”, and earnestly strive for safe and green production. Firstly, we will strengthen equipment management, strictly conduct equipment inspection, apply management specifications, promote the application of equipment informatisation and equipment check to give full play to their performance. Secondly, we will strengthen the management of spare parts, achieve comprehensive computer control over inventory, and reduce capital occupation of spare parts and inventory. Thirdly, we will make adjustments to technology structure, focus on the production of high value-added products, and comprehensively increase the pulp and paper production capacity by optimising the pulp formula and strengthening the control measures in business operations. Fourthly, we consistently pay attention to the safety and environmental protection work and offer training and education on this topic. We will improve the business skills of the production system team, troubleshoot and deal with potential safety hazards, defence the bottom line of safety, aim at zero environmental accident, and effectively improve the level of production management. 5. Improving supply chain management to reinforce management in all respects In order to improve service quality and create value, the supply chain management centre will adhere to its internal principles, further strengthen supply chain management, actively seek policy support, strengthen source procurement and expand business scopes. First of all, we will optimise the management of the supplier platform, introduce a competitive mechanism, identify outstanding suppliers to forge and improve stable and long-term strategic cooperation with them. Furthermore, we will improve the supply chain business process, strictly control capital occupation, reinforce the management of the business plans, share and transfer raw materials within the Group, and carry out consignment sales and other measures. Key nodes are included in the early warning of computer control. In addition, we will perform in-depth research about the futures market, actively use this instrument to optimise raw material prices, prevent price risks, and achieve price advantages with the use of futures. Last but not least, we will promote the construction of procurement information system, draw reference from practices of the international leading companies, and build an information platform to realises resource sharing. 40 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations IX. Outlook on the future development of the Company (Cont’d) (iii) Operation plans for 2021 (Cont’d) 6. Other works commence orderly Firstly, the Company will focus on supervision and management so as to eliminate management frauds. We will establish a strong team specialising in operation. Based on the preliminary works, the Company will visit work sites and discover any problem in a timely manner. Any incompliance will be vigorously combated. The Company will optimise internal control procedures, improve risk prevention and management system, and implement strict procedure management and procedure control. We promote standard corporate operation through internal supervision over internal control, information exchange mechanism and self-assessment mechanism. In addition, we will improve our corporate legal risk prevention mechanism, and enhance procedure supervision and significant risk control. Secondly, the Company will enhance our service sense and improve service efficiency. Different administrative departments will improve the professionalism, initiative and efficiency of our service by positioning themselves in serving the production and frontline sales. Departments will also build the awareness on serving each other, unblock cooperation channels and enhance work efficiency. Thirdly, the Company will develop innovative marketing initiatives so as to enhance marketing effects. By fully utilising new media and focusing on key areas, marketing campaigns will be launched centring on the dynamic corporate development, phrasal key events and results, advanced management concepts and measures, meritorious deeds, recreational activities and other aspects, aiming to improve the quality and standard of marketing. (iv) Future capital requirements and source of funds Focusing on principal operation, and striving to the strategic plan on pulp and paper integration, the Company continued to strengthen its core competitiveness. Future capital requirements of the Company will mainly focus on: the continuous investment in existing production facilities due to technology upgrade or production expansion; and capital requirement for business expansion and daily operation. During the reporting period, the phase II construction of Huanggang Chenming was considered and approved at the 2020 fourth extraordinary meeting of the Company. The proposed total investment was RMB12.8 billion, which will be partly funded by self-owned funds of the Company, as well as government guide funds, policy support funds and syndicated loans. In order to meet various business development of the Company and further extend and expand the industry chain, the Company proactively expand financing channels, enhance credit management, implement well planned long and short-term bond issue, GDR Fund, introduce and cooperate with factories and strategic investors, diversify financing channels through refinancing and other means, and optimise financing structure, thus providing stable financial support for the operation and development of the Company. 2020 ANNUAL REPORT 41 V Discussion and Analysis of Operations IX. Outlook on the future development of the Company (Cont’d) (v) Risk factors likely to be faced and measures to be taken 1. Macroeconomic and policy risk Paper making industry is a basic raw materials industry, thus is being supported by national industry policies. Over the years, relevant competent departments issued a series of relevant policies, laws and regulations, including the Policy on Papermaking Industry, aiming to improve industry structure, enhance product technology and standard, energy saving and emission reduction, as well as eliminate outdated production capacity. With the continuous economic development, the policies on papermaking industry may further adjust in the future. In addition, the fiscal and financial policies, bank interest rate, import and export policy and other policies may be adjusted in the future, which will affect the operation and development of the Company to a certain extent. Focusing on its principal operation on pulp production and papermaking, the Company will strive to its innovation-driven strategy. Centring on improving efficiency, with the in-depth incorporation of smart technology into industrial activities as main theme, the Company will comprehensively optimise industrial structure and regional layout, establish coordinated, efficient industry system, and respond to challenges arose by leveraging on its cost advantages, thus realising steady growth in operating results. At the same time, the Company will strengthen the financial information system construction, regulate financial management, enhance financing capability, lower capital cost and strengthen its economic risk aversion capability. 2. Risk of intensifying market competition As driven by industry policies, environmental protection policies, trade environment and other factors, papermaking enterprises commerce strategic transformation and upgrade, put greater efforts in innovation and research and development, improve quality and efficiency, and enhance product competitiveness, resulting in intensifying market competition. Leveraging on its vigorous management and world class equipment and technologies, the Company will continue to increase the value of Chenming brand, and enhance brand influence. The Company constructed several high-end paper production lines, with diversified product structure and full range of products, thus diversifying market risk effectively and strengthening the market aversion capability of the Company. Based on the location of production base, products of the Company achieved sales in nearby areas and quick delivery, thus effectively lowering transportation cost, radiating to market network and enhancing market competitiveness. 3. Risk of price fluctuation of raw materials Wood pulp and wood clips are the major raw materials of the Company. The market price of wood pulp fluctuates significantly, while wood clips are heavily dependent on export. If there is a significant fluctuation in prices of raw materials in the future, the product costs of the Company’s products will be affected, which in turns affect the performance of the Company. The Company strives to implement the development strategy of pulp and paper integration. At present, the Company has 3 large chemical pulp production lines in Shouguang, Zhanjiang and Huanggang. Looking forward, the Company will focus on the construction of Hubei Huanggang Production Base in Central China, aiming to further optimise the industry chain of the integrated pulp and paper project of Huanggang Chenming, create the strategic layout of three major product bases for pulp and paper integration in Shandong, Zhanjiang and Huanggang, fully exploit the advantages of full industry chain, get rid of the restrictions brought by raw materials on the Company, and strengthen the core competitiveness of the Company. 42 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Discussion and Analysis of Operations IX. Outlook on the future development of the Company (Cont’d) (v) Risk factors likely to be faced and measures to be taken (Cont’d) 4. Environmental protection policy risk In recent years, China’s environmental protection standards have become stricter. During the reporting period, China successively introduced and implemented the Law on the Prevention and Control of Environmental Pollution by Solid Waste (revised), Management Law of Waste Disposal Permit (Draft) and other systems. A higher emission standard is bound to increase the environmental protection costs in the industry and a high entry standard may result in the slowdown of scale expansion. The Company always adheres to the development idea of “placing green development and environmental protection as its priority”. Starting from the source of production, the Company widely adopts new technologies for energy saving and emission reduction and strives to maximise its resource utilisation. Meanwhile, the Company will make greater efforts to construct environmentally friendly projects and strive to achieve its waste emission target. At present, the Company adopts the world’s most advanced “ultrafiltration membrane+reverse osmosis membrane” technology to complete the reclaimed water recycling membrane treatment project. The reclaimed water recycle rate reaches more than 75%. The reclaimed water quality meets drinking water standards, which can save fresh water every day 170,000 cubic meters. At the same time, the Company actively explores the comprehensive utilisation of innovative resources and industrial recycling development models, and built three major circular economy ecological chains of “resources-products-renewable resources”. 5. Risk on financial leasing business The Company may suffer from loss if the lessees of its financial leasing business cannot make full rental payment on time due to any reason and there are abuses on equipment or any other short-term behaviour. Although the risk of such rental being unrecoverable is minimal, the Company will also make bad debt provision as required under its accounting policy. If such amounts cannot be recovered on time, the Company may be exposed to risk of bad debts. Chenming Leasing has comprehensive risk prevention and control measures for the Company’s financial leasing business, with strong risk resistance and low risk of default. At present, Financial Leasing Company continues to implement the business strategy of continuous reduction, with net recovery of proceeds of RMB3.6 billion realised in 2020, which effectively put risk exposures under control. 2020 ANNUAL REPORT 43 V Discussion and Analysis of Operations X. Reception of research investigations, communications and interviews 1. Reception of research investigations, communications and interviews during the reporting period √ Applicable Not applicable Date of Site of Way of Type of Major discussion points Index of the basic particulars reception reception reception recipient Recipient and information provided of the survey 1 April 2020 Meeting room of Phone Institutions Southern Asset Management, Company’s main operating For details, please refer to the the Company Rongtong Fund, Galaxy conditions, business Investor Relations Activity AMC, China Merchants Fund, conditions and project Record Sheet on Changxin Fund, Dongwu progress www.cninfo.com.cn Light Engineering, E Fund, Sun Life Everbright, ICBC Credit Suisse etc. 8 April 2020 Meeting room of Phone Institutions Shenwan Hongyuan Security, Company’s main operating For details, please refer to the the Company Dacheng Fund, Huatai conditions, business Investor Relations Activity Insurance, Yinhua Fund, conditions and project Record Sheet on UBS SDIC, HSBC Jintrust, progress www.cninfo.com.cn China Life Pension Company, Essence Fund etc. 29 September Panorama Network Individuals, Investors who participated Corporate governance, Panorama Roadshow 2020 Roadshow institutions in the 2020 Investor Online development strategy, http://rs.p5w.net/ platform Collective Reception Day operating status of Listed Companies in Shandong Times of communications 3 Number of institutions communicated with 38 Number of individuals communicated with 22 Number of other communication parties 0 Tip-offs or leakages of substantial confidential information during No the communications 44 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Directors’ Report The Directors (the “Directors”) of the Company hereby present the annual report and the audited consolidated financial statements of the Company and the Group for the year ended 31 December 2020. I. Principal activities Please refer to section IV “Business Overview”, and “I. Principal operations of the Company during the Reporting Period” and “II. Analysis of principal operations” under section V “Discussion and Analysis of Operations” for details of principal activities of the Company. II. Results and profit distribution Please refer to section XIII “Financial Report” for the results of the Group for the year ended 31 December 2020. III. Dividends After the end of the reporting period, the Board proposed to pay a final dividend for the year ended 31 December 2020 (“final dividend”) of RMB1.85 in cash for every 10 Shares (tax inclusive) (2019: dividend of RMB1.465828 in cash for every 10 Shares (tax inclusive)) to the ordinary shareholders of the Company, subject to approval of shareholders at the forthcoming Annual General Meeting (“AGM”) of the Company held on 18 June 2021. Upon approval of shareholders of the Company at the AGM, the Company is expected to pay the final dividend on or by 18 August 2021 to shareholders whose names appear on the register of members of the Company on 24 June 2021. In accordance with the Corporate Income Tax Law of the PRC and its implementation rules effective on 1 January 2008, where a PRC domestic enterprise distributes dividends for financial periods beginning from 1 January 2008 to non-resident enterprise shareholders, it is required to withhold 10% corporate income tax for such non-resident enterprise shareholders. Therefore, as a PRC domestic enterprise, the Company will, after withholding 10% of final dividends as corporate income tax, distribute the final dividends to non-resident enterprise shareholders, i.e. any shareholders who hold the Company’s Shares in the name of non-individual shareholders, including but not limited to HKSCC Nominees Limited, or other nominees, trustees, or holders of H Shares registered in the name of other organisations and groups. Due to changes in the PRC tax laws and regulations, according to the Announcement on the List of Fully and Partially Invalid and Repealed Tax Regulatory Documents issued by the State Administration of Taxation ( ) on 4 January 2011, individual Shareholders who hold the Company’s H Shares and whose names appeared on the H Share Register of the Company can no longer be exempted from individual income tax pursuant to the Notice of the State Administration of Taxation Concerning the Taxation of Gains on Transfer and Dividends from Shares (Equities) Received by Foreign Investment Enterprises, Foreign Enterprises and Foreign Individuals (Guo Shui Fa [1993] No. 045) ( ( [1993]045 )) issued by the State Administration of Taxation, whilst pursuant to the letter titled Tax Arrangements on Dividends Paid to Hong Kong Residents by Mainland Companies issued by the Stock Exchange to the issuers on 4 July 2011 and the Notice on Matters Concerning the Levy and Administration of Individual Income Tax after the Repeal of Guo Shui Fa [1993] No. 045 of State Administration of Taxation (Guo Shui Han [2011] No. 348) ( [1993]045 ( [2011]348 )), it is confirmed that the overseas resident individual shareholders holding shares of domestic non-foreign invested enterprises issued in Hong Kong are entitled to the relevant preferential tax treatments pursuant to the provisions in the tax arrangements between the countries where they reside and the PRC or the tax arrangements between the PRC and Hong Kong (Macau). Therefore, the Company will withhold 10% of the dividend as individual income tax, unless it is otherwise specified in the relevant tax regulations and tax agreements, in which case the Company will withhold individual income tax of such dividends in accordance with the tax rates and according to the relevant procedures as specified by the relevant regulations. 2020 ANNUAL REPORT 45 VI Directors’ Report IV. Closure of register of members The register of members of the Company will be closed from 11 June 2021 (Friday) to 18 June 2021 (Friday), (both days inclusive), during which no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the annual general meeting to be held on 18 June 2021 (Friday), all share transfer documents accompanied by the corresponding share certificates must be lodged with the Company’s Hong Kong share registrar and transfer office, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on 10 June 2021 (Thursday). V. Five-year financial summary Please refer to “IX. Five-year financial summary under paragraph 19 of appendix 16 of the Hong Kong Listing Rules” under section II “Company Profile and Key Financial Indicators” for the financial summary of the Company for the past five financial years. VI. Donations During the year, the Company donated RMB8,922,077.88 (2019: RMB11,947,836.00) to non-profit making organisations. VII. Subsidiaries Please refer to “VII. Analysis of major subsidiaries and investees” under section V “Discussion and Analysis of Operations” and “XX. Matters of significant of subsidiaries of the Company” under section VII “Material Matters” for the details of acquisition and disposal of subsidiaries by the Company during the year. VIII. Property, plant and equipment Please refer to “II. Financial Statements 1. Consolidated Balance Sheet” under section XIII “Financial Report” for the details of changes in property, plant and equipment of the Group for the year ended 31 December 2020. IX. Share capital Please refer to “I. Changes in shares” under section VIII “Changes in Share Capital and Shareholders” for details of changes in share capital of the Company for the year ended 31 December 2020. X. Pre-emptive rights In accordance with the Articles of Association and the PRC laws, there are no rules requiring the Company to grant existing shareholders pre-emptive rights on newly issued shares of the Company in proportion to their shareholdings. XI. Transfer into reserves The Company’s contributed surplus is distributable to shareholders in accordance with the Companies Law. As at 31 December 2020, the Company’s reserves available for cash distribution and/or distribution in specie, including contributed surplus of the Company, amounted to RMB10,465,721,088.71 (2019: RMB9,792,126,677.35) as set out in “II. Financial Statements 1. Consolidated Balance Sheet” under section XIII “Financial Report”. 46 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Directors’ Report XII. Directors As at 31 December 2020, the Directors of the Company were: 1. Executive Directors Mr. Chen Hongguo Mr. Hu Changqing Mr. Li Xingchun Mr. Li Feng 2. Non-executive Directors Mr. Han Tingde Mr. Li Chuanxuan 3. Independent Non-executive Directors Ms. Yin Meiqun Mr. Yang Biao Mr. Sun Jianfei According to the Articles of Association of the Company, all Directors, including non-executive Directors, have been elected at the general meetings with a term of three years from June 2019 to June 2022. They may be re-elected for another term upon expiry of tenure. XIII. Directors’ service contracts All Directors have entered into service contracts with the Company for a term from 11 June 2019 to 11 June 2022. None of the Directors who have offered themselves for re-election at the forthcoming AGM have entered into any service contract with the Company or any of its subsidiaries which cannot be terminated by the Group within one year without payment of compensation other than statutory compensation. 2020 ANNUAL REPORT 47 VI Directors’ Report XIV. Directors and Senior Management’s remuneration and the five highest paid individuals Details of Directors and the Senior Management’s remuneration and the five highest paid individuals of the Company or/and its subsidiaries are set out in “V. Personnel of the Company” in section X “Directors, Supervisors and Senior Management and Staff” and “XII Related parties and related party transactions” in section XIII “Financial Report”. In 2020, the Company had 23 Senior Management members in total, which included Directors, Supervisors and the Senior Management. The remuneration of the Senior Management falls within the following ranges: Range of remuneration (RMB) Number 4.8 million to 5.2 million 2 4.0 million to 4.8 million 0 3.6 million to 4.0 million 0 3.2 million to 3.6 million 1 2.8 million to 3.2 million 3 2.4 million to 2.8 million 0 2.0 million to 2.4 million 0 1.6 million to 2.0 million 1 1.2 million to 1.6 million 2 0.8 million to 1.2 million 0 Below 0.8 million 14 XV. Independent Non-executive Directors The Company has received from each of the independent non-executive Directors a confirmation of independence for the year pursuant to Rule 3.13 of the Hong Kong Listing Rules and considered all of the independent non-executive Directors to be independent during the year. 48 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Directors’ Report XVI. Securities interests held by Directors, Supervisors and Chief Executives As at 31 December 2020, interests of the Company or its associated corporations (within the meaning of Part XV of SFO) held by each of the Directors, Supervisors and Chief Executives of the Company under section 352 of the SFO are set out as follows: Associated corporations Number of shares (A shares) held as at the end of the reporting period Name Position (shares) Directors Chen Hongguo (Note 1) Chairman 31,080,044 Hu Changqing Executive Director and Vice Chairman 5,042,857 Li Xingchun Executive Director and Vice Chairman 5,000,000 Li Feng Executive Director and General Manager 3,906,027 Han Tingde Non-executive Director – Li Chuanxuan Non-executive Director – Sun Jianfei Independent non-executive Director – Yin Meiqun Independent non-executive Director – Yang Biao Independent non-executive Director – Supervisors Li Kang Supervisor 149,300 Pan Ailing Supervisor – Zhang Hong Supervisor – Li Xinggui Supervisor – Qiu Lanju Supervisor – Associated corporations Number of Number of shares held at shares held the beginning at the end of Name of associated of the reporting Change during the reporting Name Position corporations period (shares) the period +/- period (shares) Chen Hongguo Chairman Shouguang Henglian 231,000,000 – 231,000,000 Enterprise Investment Co. Ltd. (Note 2) Note 1: Save for the 31,080,044 A shares held personally, Chen Hongguo is deemed to be interested in the 3,861,322 A shares held by his spouse, Li Xueqin. Note 2: Chen Hongguo and his spouse, Li Xueqin, collectively hold 76.79% equity interests in Shouguang Henglian Enterprise Investment Co. Ltd., (hereinafter referred to as “Shouguang Henglian”), as a result, Shouguang Henglian is deemed to be controlled by Chen Hongguo. As a result, the 231,000,000 shares in Chenming Holdings (approximately 18.65% of the total share capital of Chenming Holdings) held by Shouguang Henglian is also deemed to be held by Chen Hongguo. 2020 ANNUAL REPORT 49 VI Directors’ Report XVI. Securities interests held by Directors, Supervisors and Chief Executives (Cont’d) Save as disclosed above, as at 31 December 2020, none of the Directors, Supervisors or chief executives of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations which were required to be filed in the register of the Company required to be maintained pursuant to section 352 of the SFO or which were required to be notified to the Company and Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 to the Rules Governing the Listing of Securities on Hong Kong Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”). As at 31 December 2020, none of the Directors, Supervisors or chief executives or their respective spouses or children under the age of 18 held or exercised any rights to subscribe for the share capital or debentures of the Company or its associated corporations. XVII. Interests and short position of substantial shareholders in shares and underlying shares As at 31 December 2020, the following shareholders (other than the Directors, Supervisors or chief executives of the Company) had interests or short positions in the Company’s shares and underlying shares as shown in the share register maintained by the Company in accordance with Section 336 of the SFO (Chapter 571 of the Laws of Hong Kong): Approximate shareholding Number of as a percentage of shares held Total share Class of Name (shares) capital (%) shares (%) Chenming Holdings Co., Ltd. 457,322,919 15.32 26.14 A shares (L) Chenming Holdings (Hong Kong) Limited 210,717,563 7.06 29.83 B shares (L) Chenming Holdings (Hong Kong) Limited 153,414,000 5.14 29.04 H shares (L) (L) – Long position (S) – Short position (P) – Lending pool Save as disclosed above, as at 31 December 2020, no other person had interests or short positions in the Company’s shares or underlying shares as recorded in the register maintained under section 336 of the SFO. XVIII. Relationship with employees, customers and suppliers Please refer to “V. Personnel of the Company” under section X “Directors, Supervisors and Senior Management and Staff”, 2. (8) Sales to major customers and major suppliers” of “II. Analysis of principal operations” under section V “Discussion and Analysis of Operations” for details of the relationship between the Company and its employees, customers and suppliers. XIX. Directors’ interests in material contracts and indemnity provision None of the Company or any of its subsidiaries entered into any material contracts, in which Directors had significant interests (either directly or indirectly), that subsisted at the end of the financial year or at any time during the reporting period. The Company did not have any indemnity provision in favour of any Director. 50 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Directors’ Report XX. Interests in competing business None of the Directors or controlling shareholders of the Company was interested in any business which competes or is likely to compete with the businesses of the Company and any of its subsidiaries. XXI. Directors’ rights to purchase shares or debentures As considered and approved at the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares of the Company held on 15 May 2020, the Company implemented the 2020 restricted A share incentive scheme. As considered and approved at the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the Supervisory Committee of the Company held on 29 May 2020, an aggregate of 79.6 million restricted A shares were granted to 111 participants. In particular, Mr. Chen Hongguo, Mr. Hu Changqing, Mr. Li Xingchun and Mr. Li Feng, all being Directors, were granted 20 million shares, 5 million shares, 5 million shares and 3 million shares, respectively. Save for the above, during the year, neither was the Company nor any of its subsidiaries a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. XXII. Preference shares Please refer to section IX “Preference Shares” for details of the issue of Preference Shares of the Company. XXIII. Management contracts No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed in 2020. XXIV. Major risk factors Please refer to “(V) Risk factors likely to be faced and the measures to be taken” of “IX. Outlook on the future development of the Company” under section V “Discussion and Analysis of Operations” for details of major risk factors of the Company. XXV. Material matters Please refer to section VII “Material Matters” for details of material matters of the Company. XXVI. Future development Please refer to “(I) Competition overview and development trend of the industry”, “(II) Development strategy”, “(III) Operating plan for 2021” and “(IV) Future capital requirements and source of funds” of “IX. Outlook on the future development of the Company” under section V “Discussion and Analysis of Operations” for details of future development of the Company. XXVII. Environment, social and governance report and social responsibility Please refer to XVIII. Fulfilment of Social Responsibility under section VII “Material Matters” for details of fulfilment of social responsibility. Please refer to the environment, social and governance report as required by the Hong Kong Listing Rules, which will be issued separately by the Company before 29 June 2021. XXVIII. Purchase, sale and redemption of shares The Company and its subsidiaries did not purchase, sell or redeem any listed securities of the Company during the reporting period. 2020 ANNUAL REPORT 51 VI Directors’ Report XXIX. Sufficiency of public float During the reporting period, based on the information that is publicly available to the Company and within the knowledge of the Directors, the Company has maintained a sufficient prescribed amount of public float as required under the Hong Kong Listing Rules. XXX. Review of the Audit Committee The audited consolidated financial statements of the Company for the year ended 31 December 2020 has been reviewed by the Audit Committee of the Company. XXXI. Gearing ratio As at 31 December 2020, the Company’s gearing ratio (including minority interest) was 60.87%, representing a decrease of 1.29 percentage points from 62.16% for 2019. The ratio was calculated as: total borrowings/total assets (whereas total borrowings represent borrowings due within one year, borrowings due after one year, short-term commercial paper and medium and long-term notes and others). XXXII. Going Concern Basis The Company is a large conglomerate principally engaged in pulp production and paper making with synergistic development in finance, forestry, logistics and construction materials. It is also the first company in the paper making industry to own a financial company. The Group has production bases in Shandong, Guangdong, Hubei, Jiangxi, Jilin and others, which deliver annual pulp and paper production capacity of over 11,000,000 tonnes, and is a large integrated pulp and paper enterprise in China that achieves a balance of pulp production and paper making. The Company has good sustainable profitability. In 2020, the Company achieved revenue of RMB30,737 million, net profit of RMB1,906 million and net cash inflows from operating activities of RMB40,143 million. Meanwhile, the Company always places emphasis on the interests of and return to shareholders, and has paid generous cash dividends for several years. In compiling the accounts for the year ended 31 December 2020, the Directors have chosen and thoroughly applied the appropriate accounting policies with due and reasonable judgement and estimates having been made, and prepared the accounts on a going concern basis. The auditor of the Company has prepared the 2020 annual financial report on a going concern basis, and has issued a standard unqualified audit opinion (see Financial Report section). Therefore, the Board believes the Company has the ability to continue as a going concern. XXXIII. Connected Transactions 1. The Issue and Grant of Restricted Shares under the Incentive Scheme On 30 March 2020, the Board considered and approved the resolution in relation to the proposed adoption of the Company’s incentive scheme. On 15 May 2020, the relevant resolution was considered and approved at the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares of the Company. The incentive scheme was thus approved and became effective. On 29 May 2020, the Board granted in aggregate 79.6 million restricted ordinary A shares to 111 participants under the incentive scheme at a price of RMB2.85 per share. The participants included the Directors of the Company (excluding independent Directors and external Directors), senior management, key technical (business) employees and other persons who, in the opinion of the Board, are qualified. The restricted shares are subject to the lock-up period and can only be unlocked for trading when the unlocking conditions under the incentive scheme are satisfied. 52 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Directors’ Report XXXIII. Connected Transactions (Cont’d) 1. The Issue and Grant of Restricted Shares under the Incentive Scheme (Cont’d) As some of the participants are the Directors and Senior Management of the Company and its subsidiaries, and, accordingly, the connected persons of the Company, the issue and grant of restricted shares to those connected persons of the Company under the incentive scheme will constitute a non-exempt connected transaction of the Company. The Board is of the view that the incentive scheme can help the Company to further establish and improve its long- term incentive mechanism, attract and retain talented individuals, fully mobilise the enthusiasm of Directors, senior management, core technical (business) backbone staff and other employees of the Company, bond the interests of Shareholders, the Company and core individuals together effectively, help various parties to attend to the long-term development of the Company and improve operational efficiency. It also reflects the ongoing support to the Group from the related employees and the recognition to their contribution to the long-term growth and development of the Group. The Board is of the view that the terms and conditions of the incentive scheme are on normal commercial terms, fair and reasonable and in the interests of the Company and the shareholders as a whole. For details, please refer to “XV. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measure of the Company” under section VII “Material Matters” of this annual report and the Company’s announcement dated 30 March 2020 and published on 31 March 2020 before trading hours, the circular dated 29 April 2020, the overseas regulatory announcement dated 29 May 2020 and published on 1 June 2020 before trading hours, and the overseas regulatory announcement dated 8 July 2020. 2. Acquisition of the Entire Equity Interests in Wuhan Chenming’s Shareholders Aberdeen and VNN On 21 December 2020, the Company’s wholly-owned subsidiary Chenming (Overseas) Co., Ltd. (“Chenming Overseas”), Yu Jianren, Yu Jianlong, Aberdeen Industrial Limited (“Aberdeen”) and VNN Holdings Limited (“VNN”) entered into the Equity Transfer Agreement in respect of the acquisition of the entire equity interests in Wuhan Chenming’s shareholders Aberdeen and VNN. In particular, Yu Jianren and Yu Jianlong are both natural persons of PRC nationality, while Aberdeen and VNN are both limited liability companies incorporated in the British Virgin Islands with their business being investment holding. Pursuant to the agreement, (i) Yu Jianren agreed to sell and Chenming Overseas agreed to purchase the entire equity interest in Aberdeen at a cash consideration of RMB312.6 million; (ii) Yu Jianlong agreed to sell and Chenming Overseas agreed to purchase the entire equity interest in VNN at a cash consideration of RMB97.4 million. Prior to the Acquisition, (i) Yu Jianren held the entire equity interest in Aberdeen, and Aberdeen held 26.41% of the equity interest in Wuhan Chenming, a non-wholly-owned subsidiary of the Company; (ii) Yu Jianlong held the entire equity interest in VNN, and VNN held 8.32% of the equity interest in Wuhan Chenming; and (iii) the Company held 65.21% of the equity interest in Wuhan Chenming. After the completion of the Acquisition, the Company will indirectly own the entire equity interests in Aberdeen and VNN, and the Group will own in aggregate 99.85% of the equity interest in Wuhan Chenming. Aberdeen and VNN will become wholly-owned subsidiaries of the Company. As Yu Jianren, through its wholly-owned subsidiary Aberdeen, holds 26.41% of the equity interest in Wuhan Chenming, a non-wholly-owned subsidiary of the Company, before the Acquisition, Aberdeen is a substantial shareholder of Wuhan Chenming and Yu Jianren is an associate of Aberdeen. Therefore, Yu Jianren is a connected person of the Company at the subsidiary level. 2020 ANNUAL REPORT 53 VI Directors’ Report XXXIII. Connected Transactions (Cont’d) 2. Acquisition of the Entire Equity Interests in Wuhan Chenming ’s Shareholders Aberdeen and VNN (Cont’d) The Board considers that the acquisition of the entire equity interests in the Target Companies by the Company through Chenming Overseas, thereby realising the acquisition of the minority interest in Wuhan Chenming, will help strengthen the Company’s operation and management of Wuhan Chenming, ensure the continuous and stable operation of Wuhan Chenming, and further integrate the resources of the Group’s principal businesses, which will help enhance the Company’s profitability and comprehensive competitiveness and maximise economic benefits. The Board considers that Equity Transfer Agreement and the terms of the Acquisition are fair and reasonable, on normal commercial terms or better and in the interests of the Company and its shareholders as a whole. For details, please refer to the Company’s announcements dated 21 December 2020 and 8 January 2021. Unless otherwise stated, capitalised terms used in the section “2. Acquisition of the Entire Equity Interests in Wuhan Chenming’s Shareholders Aberdeen and VNN” shall bear the same meanings as those defined in the announcement dated 21 December 2020. Save as disclosed above, the Company had no other connected transactions during the year. XXXIV. Major Investment, Acquisition and Disposal During the year ended 31 December 2020, the Group entered into the following major transaction agreements. 1. Entering into of Limited Partnership Agreement for the Establishment of Dingkun Asset On 23 December 2020, Jinan Hengzhen Investment Management Co., Ltd. (as the general partner), Jiangxi Chenming Paper Co., Ltd. (as a limited partner) and Wuhan Chenming Hanyang Paper Holdings Co., Ltd. (as a limited partner) have entered into a partnership agreement for the establishment of Shandong Dingkun Asset Management Partnership (Limited Partnership) (“Dingkun Asset”). After the establishment of Dingkun Asset, it will become a subsidiary of the Company, and the Company will hold a total of 99.90% of subscribed capital in Dingkun Asset, the financial information of which will be consolidated into the consolidated statements of the Group. For details, please refer to the announcement of the Company dated 24 December 2020. 2. Entering into of Limited Partnership Agreement for the Establishment of Changjiang Chenming Equity Investment Fund On 23 December 2020, Hubei Huanggang Chenming Equity Investment Fund Management Co., Ltd. (as the general partner) has entered into a partnership agreement with Hubei Changjiang (Huanggang) Industrial Investment Fund Partnership (Limited Partnership) and Zhanjiang Chenming Paper Pulp Co., Ltd. (as limited partners) for the establishment of Changjiang Chenming Equity Investment Fund. After the establishment of Changjiang Chenming Equity Investment Fund, its financial information will be consolidated into the consolidated statements of the Group. Changjiang Chenming Equity Investment Fund focuses on investing in papermaking and related industries, including subscription of the newly-increased registered capital of Huanggang Chenming of RMB2 billion for the Huanggang Chenming Phase II Project. For details, please refer to the announcement of the Company dated 24 December 2020. 54 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters I. Profit distribution for ordinary shares of the Company and conversion of capital reserves into share capital Formulation, implementation or adjustment of profit distribution policy for ordinary shares, especially the cash dividend during the reporting period √ Applicable Not applicable The Company implemented its profit distribution policy in strict compliance with the Articles of Association. Its cash dividend policy was formulated and implemented in compliance with the requirements of the Articles of Association and the resolution of the general meeting with well-defined and clear dividend distribution criteria and proportion. The legal interests of the small shareholders were fully protected as the related decision-making process and mechanism were in place, the duties of independent Directors were well-defined so that they played a role, and the small shareholders were given opportunities to sufficiently voice their opinion and make requests. Implementation of the 2019 profit distribution plan for ordinary shareholders: Based on the number of the ordinary shares as at the dividend distribution registration date of 2,984,208,200 shares, a cash dividend of RMB1.465828 (tax inclusive) was paid to ordinary shareholders for every 10 shares held and there was no increase of share capital from reserves. The total cash dividend distributed amounted to RMB437,433,593.74. The dividend distribution was implemented and completed on 18 August 2020. For details, please refer to the Dividend Adjustment and Payment of Final Dividend and Withholding and Payment of Enterprise Income Tax for Non-resident Enterprise Shareholders published on Hong Kong Stock Exchange on 5 August 2020 and 10 August 2020, respectively, and the Announcement on the Implementation of the 2019 Profit Distribution Plan for A Shares and B Shares published on CNINFO on 11 August 2020. Particulars of Cash Dividend Policy Was it in compliance with the requirements of the Articles of Association and the resolutions of the general meeting? Yes Were the dividend distribution criteria and proportion well-defined and clear? Yes Were the related decision-making process and mechanism in place? Yes Did independent Directors fulfil their duties and play their role? Yes Were the minority shareholders given opportunities to sufficiently voice their opinion and make requests and were the legal interests of the minority shareholders fully protected? Yes Were conditions and procedures legal and transparent in respect of cash dividend policy with adjustments and changes? Yes The dividend distribution plans for ordinary shares (proposed) and the proposals on conversion of capital reserves into share capital (proposed) over the past three years (the reporting period inclusive) (1) The 2020 profit distribution plan for ordinary shares On 25 March 2021, the Company convened the eighth meeting of the ninth session of the Board, at which the proposed 2020 profit distribution plan was considered and approved. Based on the total number of ordinary shares of the Company as at the end of 2020 of 2,984,208,200 shares, a cash dividend of RMB1.85 (tax inclusive) was to be paid to ordinary shareholders for every 10 shares held. No bonus shares would be issued and there was no increase of share capital from reserves. The cash dividend distributed to ordinary shareholders amounted to RMB552,078,517.00. In the event of changes in the total share capital of the Company before the dividend distribution registration date, the total profits distribution shall remain unchanged while the percentage of allocation will be adjusted accordingly. 2020 ANNUAL REPORT 55 VII Material Matters I. Profit distribution for ordinary shares of the Company and conversion of capital reserves into share capital (Cont’d) (2) The 2019 profit distribution plan for ordinary shares On 19 June 2020, the Company convened the 2019 general meeting, at which the proposed 2019 profit distribution plan was considered and approved. Based on the total number of ordinary shares of the Company as at the end of 2019 of 2,904,608,200 shares, a cash dividend of RMB1.5 (tax inclusive) was to be paid to ordinary shareholders for every 10 shares held. No bonus shares would be issued and there was no increase of share capital from reserves. The cash dividend distributed to ordinary shareholders amounted to RMB435,691,230 (tax inclusive). Between the disclosure and implementation of the Company’s 2019 profit distribution plan, the Company carried out the 2020 Restricted A Share Incentive Scheme, pursuant to the Company issued an additional 79,600,000 A shares which were listed on 15 July 2020, increasing the total ordinary share capital of the Company to 2,984,208,200 shares. In accordance with the principle of “fixed amount of cash dividends, bonus shares and conversion of capital reserves into share capital” stipulated by the Guidelines for the Standardised Operation of Companies Listed on the Shenzhen Stock Exchange ( ), the Company has adjusted the amount of dividend per share under the 2019 profit distribution plan as such: based on the latest total number of ordinary shares of the Company of 2,984,208,200 shares, a cash dividend of RMB1.465828 (tax inclusive) was to be paid to ordinary shareholders for every 10 shares held. The cash dividend distributed to ordinary shareholders amounted to RMB437,433,593.74 (tax inclusive). (3) The 2018 profit distribution plan for ordinary shares On 11 June 2019, the Company convened the 2018 annual general meeting, at which the 2018 profit distribution plan was considered and approved: based on the number of the shares as at the end of 2018 of 2,904,608,200 shares, a cash dividend of RMB2.4 (tax inclusive) was to be paid to all ordinary shareholders for every 10 shares held. The total cash dividend distributed to ordinary shareholders amounted to RMB697,105,968 (tax inclusive). Cash dividends for ordinary shares of the Company over the past three years (the reporting period inclusive) Unit: RMB Total cash Ratio of cash dividend Dividends (including Amount of distribution through other Net profit cash dividend through other means) as attributable as a percentage means in a percentage to ordinary of net profit net profit of net profit shareholders of attributable attributable attributable the Company to ordinary Amount of to ordinary to ordinary in the shareholders of cash dividends shareholders of shareholders of consolidated the Company distribution the Company Total cash the Company financial in the through other in the dividend in the Amount of statements consolidated means such consolidated (including consolidated Year of cash dividends during the year financial as share financial through other financial distribution (tax inclusive) of distribution statements repurchase statements means) statements 2020 552,078,517.00 1,712,029,078.52 32.25% 0.00 0.00% 552,078,517.00 32.25% 2019 437,433,593.74 1,656,566,584.88 26.41% 0.00 0.00% 437,433,593.74 26.41% 2018 697,105,968.00 2,509,828,858.47 27.78% 0.00 0.00% 697,105,968.00 27.78% 56 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters I. Profit distribution for ordinary shares of the Company and conversion of capital reserves into share capital (Cont’d) (3) The 2018 profit distribution plan for ordinary shares (Cont’d) The Company made a profit and had positive retained profit available for ordinary shareholders of parent company during the reporting period without cash dividend for ordinary shares being proposed Applicable √ Not applicable II. Profit distribution and conversion of capital reserves into share capital during this reporting period √ Applicable Not applicable Numbers of bonus share per 10 shares (share(s)) 0 Dividend distribution per 10 shares (RMB) (tax inclusive) Cash dividend of RMB1.85 (tax inclusive) per 10 shares to ordinary shareholders and cash dividend of RMB1.85 (tax inclusive) per 10 simulated shares converted from Preference Shares into ordinary shares to holders of the second and third tranches of Preference Shares Conversion per 10 shares (share(s)) 0 Share base of the distribution proposal (shares) 2,984,208,200 ordinary shares and 589,005,236 simulated shares converted from the second and third tranches of Preference Shares on a conversion ratio of 1 Preference Share valued at RMB3.82; the share base of the distribution proposal was 3,573,213,436 shares. Cash dividend (RMB) (tax inclusive) 661,044,485.66 Amount of cash dividend distribution through other means 0 such as share repurchase (RMB) Total cash dividend including other means (RMB) 661,044,485.66 Distributable profits (RMB) 9,999,764,028.74 Percentage of cash dividend (including other means) to 100% total profits distribution Cash dividend policy For profit distribution of companies which are fully developed with significant capital expenditure arrangement, the percentage for cash dividend shall represent at least 40% of the profits distribution for the current year 2020 ANNUAL REPORT 57 VII Material Matters II. Profit distribution and conversion of capital reserves into share capital during this reporting period (Cont’d) Particulars of profit distribution and conversion of capital reserves into share capital The audited consolidated net profit attributable to shareholders of the Company for 2020 prepared in accordance with Accounting Standards for Business Enterprises by the Company amounted to RMB1,712,029,078.52. When deducting the interest on Perpetual Bonds of RMB171,776,438.36 and fixed dividend on Preference Shares of RMB214,425,000.00 for 2020, the distributable profit realised for 2020 amounted to RMB1,325,827,640.16. In accordance with the requirements of the Articles of Association and the Prospectus of Non-public Issuance of Preference Shares, based on the total ordinary share capital of 2,984,208,200 shares and the 589,005,236 simulated ordinary shares converted from the second and third tranches of Preference Shares using a conversion ratio of 1 share valued at RMB3.82as at the end of 2020, a cash dividend of RMB1.85 (tax inclusive) per 10 shares will be distributed to ordinary shareholders; a cash dividend of RMB1.85 (tax inclusive) per 10 simulated ordinary shares converted from the Preference Shares will be distributed to holders of the second and third tranches of Preference Shares. No bonus shares will be issued and there is no increase of share capital from reserves. A cash dividend of RMB552,078,517.00 will be distributed to ordinary shareholders and a variable cash dividend of RMB108,965,968.66 will be distributed to holders of the second and third tranches of Preference Shares. In other words, a cash dividend of RMB4.84 (tax inclusive) per Preference Share with a nominal value of RMB100 each will be distributed to holders of the second and third tranches of Preference Shares. In the event of changes in the total share capital of the Company before the dividend distribution registration date, the total profits distribution shall remain unchanged while the percentage of allocation will be adjusted accordingly. 58 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters III. Performance of undertakings 1. Undertakings made by parties involved in undertakings including the Company ’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period √ Applicable Not applicable Particulars Party involved Type of Undertaking on the Undertaking in undertaking undertaking Details of undertaking date Term performance Undertaking on shareholding structure reformation Undertaking made in offering documents or shareholding alternation documents Undertaking made during asset reconstruction Undertaking made on Chenming Non-competitive (1)Chenming Holdings Co., Ltd. (“Chenming Holdings”) shall not engage, whether 22 May 2008 During the Implementing initial public offering or Holdings undertaking solely, jointly, or by representing itself or any other persons or companies, and shall period when as normal refinancing Co., Ltd not procure its associates (as defined in The Listing Rules of Hong Kong Stock Chenming Exchange) to engage, in any business which competes with the business of the Holdings Company and its subsidiaries (“Chenming Group” or “we”) directly or indirectly, in was the any country and region which our business exists (or any part of the world if in any major form of electronics business), or in any business that directly or indirectly competes shareholder with Chenming Group’s business which we operate from time to time (including of the but not limited to any business in the form of sole proprietorship, joint ventures Company or acquisitions, or holding interests directly or indirectly in such enterprises, or by any other means); (2) in the event that Chenming Holdings is required by its business to, whether solely, jointly, or by representing itself or any other persons or companies, engage in business which directly or indirectly competes against the business of Chenming Group, or obtain any business opportunity which directly or indirectly competes against the business of Chenming Group, it shall endeavour to procure that Chenming Group shall have priority to obtain the right to operate such business or to obtain such business opportunity; (3) if Chenming Holdings is in breach of the abovementioned undertakings, it shall indemnify the Company for any loss caused by such breach and the Company shall have the right to acquire all businesses of Chenming Holdings, which directly or indirectly compete with the businesses of our Group, at market price or cost price (whichever price is lower); (4) Chenming Holdings shall not make use of its position as the controlling shareholder (as defined in The Listing Rules of Hong Kong Stock Exchange) of our Group to jeopardise the legal interests of Chenming Group and its shareholders with other persons or companies or on their behalf. 2020 ANNUAL REPORT 59 VII Material Matters III. Performance of undertakings (Cont’d) 1. Undertakings made by parties involved in undertakings including the Company ’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Cont’d) Particulars Party involved Type of Undertaking on the Undertaking in undertaking undertaking Details of undertaking date Term performance Chenming Defective (1) According to the plan on defective properties of the Company, Chenming Holdings 16 January During the Implementing Holdings properties Co., Ltd. (“Chenming Holdings”) has guaranteed and undertaken that: according to 2008 period when as normal Co., Ltd. the application of the Company, for defective property(ies) owned by the Company Chenming and its holding subsidiary company which situated in the administrative area of Holdings Shouguang city, Chenming Holdings will purchase it (them) and have it(them) was the being transferred to itself pursuant to the law in accordance with the result of the major related asset valuation if the Company decides to transfer and dispose of it(them) shareholder and there is no other transferee; (2) before the Company transfers and disposes of of the the defective properties pursuant to the law, if the Company suffers any economic Company losses due to the defects of the title (including but not limited to damages, penalties and relocation costs), Chenming Holdings will bear such economic losses; (3) during the regulatory process taken to the defective properties of buildings and land of subsidiaries of the Company situated outside the local areas (outside the administrative area of Shouguang city), the economic losses such as penalties or relocation costs imposed by competent administrative authorities to be borne by the subsidiaries arising from defects of insufficient title documents shall be paid pursuant to the law by Chenming Holdings after verification. Shandong Specific remedial In view of the impacts on dilution of current returns for ordinary shareholders 25 March 2016 9999-12-31 Implementing Chenming measures for under the Preference Shares issuance, and in order to implement the Notice of as normal Paper non-public the General Office of the State Council on Further Strengthening Protection of Holdings issuance of the Lawful Rights of Small Investors in Capital Markets, protect the interests of Limited Preference ordinary shareholders and provide remedies for the possible dilution on current Shares returns as a result of Preference Shares issuance, the Company has undertaken that it will implement various measures to ensure the effective utilisation of proceeds raised, which can prevent dilution on current returns effectively, thereby enhancing future returns. Equity incentive undertakings Whether undertakings Yes performed on time 2. Description on the Company’s assets and items in meeting original profit forecast and its explanation as there is profit forecast for assets and items of the Company and the reporting period is still within the profit forecast period Applicable √ Not applicable 60 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters IV. Appropriation of funds of the Company by the controlling shareholder and its related parties for non-operating purposes Applicable √ Not applicable There was no appropriation of funds of the Company by the controlling shareholder and its related parties for non-operating purposes during the reporting period. V. Opinions of the Board, the Supervisory Committee and independent Directors (if any) regarding the “modified auditor’s report” for the reporting period issued by the accountants Applicable √ Not applicable VI. Reason for changes in accounting policies, accounting estimates and accounting methods as compared to the financial report for the prior year √ Applicable Not applicable The Company has been implementing the Accounting Standard for Business Enterprises No. 13 promulgated by the Ministry of Finance since 1 January 2020, for which the prospective application method is applied. VII. Reason for retrospective restatement to correct major accounting errors during the reporting period Applicable √ Not applicable There were retrospective restatements to correct major accounting errors of the Company during the reporting period. VIII. Reason for changes in scope of the consolidated financial statements as compared to the financial report for the prior year √ Applicable Not applicable During the reporting period, the scope of consolidation had 8 newly established subsidiaries, namely Chenming (Overseas) Co., Ltd., Chenming (Singapore) Co., Ltd., Qingdao Chenming Import and Export Trade Co., Ltd., Hainan Chenming Technology Co., Ltd., Hubei Changjiang Chenming Huanggang Equity Investment Fund Partnership (Limited Partnership), Hubei Huanggang Chenming Equity Investment Fund Management Co., Ltd., Shandong Dingkun Asset Management Partnership (Limited Partnership) and Huanggang Chenming Paper Technology Co., Ltd. During the year, one subsidiary was consolidated without constituting business, namely Shanghai Herui Investment Co., Ltd.; and one subsidiary was incorporated via acquisition, namely Kunshan Tuoan Plastic Products Co., Ltd. During the reporting period, 3 companies were reduced from the scope of consolidation: Shandong Chenming Paper Group (Fuyu) Sales Co., Ltd. was absorbed and consolidated into the Company, while Qingdao Chenming International Logistics Co., Ltd. and Shouguang Chenming Industrial Logistics Co., Ltd. were disposed as to 100% equity interest. Accordingly, such companies were excluded from the scope of consolidation. 2020 ANNUAL REPORT 61 VII Material Matters IX. Engagement or dismissal of accounting firms Current accounting firm engaged Name of the domestic accounting firm Grant Thornton (Special General Partnership) Remuneration of the domestic accounting firm (RMB’ 0,000) 330 Continued term of service of the domestic accounting firm 2 Name of certified public accountants of the domestic accounting firm Liu Jian and Jiang Lei Continued term of service of certified public accountants of the domestic accounting firm 1 Whether to appoint another accounting firm during the period Yes √ No Particulars on recruitment of accounting firms, financial consultants or sponsors for internal control and auditing purposes √ Applicable Not applicable During the year, the Company engaged Grant Thornton (Special General Partnership) as the auditor for internal control of the Company for 2020. The Company paid RMB800,000 as internal control audit fees during the period. The Company engaged Shanghai Realize Investment Consulting Co., Ltd. as its financial advisor due to the implementation of 2020 Restricted A Share Incentive Scheme. The Company paid RMB500,000 as financial advisory fees during the period. X. Suspension in trading or delisting upon publication of annual report Applicable √ Not applicable XI. Matters related to bankruptcy and reorganisation Applicable √ Not applicable There was no matter related to bankruptcy and reorganisation during the reporting period. 62 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XII. Material litigation and arbitration √ Applicable Not applicable General information Whether on the litigation Amount involved provisions Enforcement Date of (arbitration) (RMB’0,000) are made Progress Trial results and impact of judgment disclosure Disclosure index Statutory demand HK$389,112,432.44 Yes 1. The Company appealed 1. On 5 August 2020, the Court of Not applicable 19 August 2020 http://www.cninfo.com.cn and winding-up against the order of Justice Appeal of the High Court of the and 22 August petition Harris dated 14 June 2017 HKSAR made the judgment to 2020 on 12 July 2017. The hearing dismiss the appeal of the Company. was completed at the Court of Appeal of the High Court 2. On 5 August 2020, the Hong of the HKSAR on 11 May Kong International Arbitration 2018. At the conclusion of the Centre made the final ruling as hearing, the court indicated follows: HKK2 is in possession that a date will be set to and control of the accounting hand down the judgment. books and records of the joint On 5 August 2020, the Court venture. HKK2 shall transfer the of Appeal of the High Court accounting books and records of of the HKSAR made the the joint venture to the compulsory judgment to dismiss the liquidation group of the joint appeal of the Company. venture, namely the Shandong branch of Yongtuo Certified Public 2. On 9 October 2018, Accountants (Special General the Company served Partnership), within 21 days an arbitration notice to from the date of final ruling (i.e. 5 Arjowiggins HKK2 Limited August 2020). Security for costs (“HKK2”) in respect of under the custody of Hong Kong controversies over the joint International Arbitration Centre venture established by shall be returned to the Company. the Company and HKK2, Both parties shall split the requesting HKK2 to return arbitration costs other than legal the accounting books and representation and assistance fees. relevant records of the joint venture, and compensate for the arbitration costs. On 5 August 2020, the Hong Kong International Arbitration Centre made the final ruling. 2020 ANNUAL REPORT 63 VII Material Matters XIII. Punishment and rectification √ Applicable Not applicable Investigation and punishment Name Type Reason type Conclusion, if any Disclosure date Disclosure index Jiangxi Chenming Subsidiary Excessive discharge Environmental In the second half of 2019, Nanchang Ecological Environment Not applicable Not applicable Paper Co., Ltd. of water pollutants penalties Bureau conducted routine environmental inspections to Jiangxi and improper Chenming. As a result of excessive suspended solid concentration sludge disposal at the at the main water drain of Jiangxi Chenming, the Environmental Protection Bureau imposed three administrative penalties to Jiangxi Chenming amounting to RMB1.203 million. Prior to June 2018, Guo XX, Li XX and Tao XX undertook the outward transportation of industrial solid waste, namely sludge, produced in the course of Jiangxi Chenming’s production. Such sludge was illegally dumped. The Intermediate People’s Court of Nanchang Municipality, Jiangxi Province held that Jiangxi Chenming as well as the four persons involved, including Pang XX, had poor legal awareness. Jiangxi Chenming was negligent in the environmental supervision of sludge disposal, and the business undertakers failed to legally dispose of the sludge. As such, Jiangxi Chenming was fined RMB3 million for polluting the environment. Jiangxi Chenming has completed the process of harmless sludge disposal and ecological restoration of the dumping location in accordance with the time schedule and passed the inspections by relevant governmental apartments and Jiangxi Environmental Protection Expert Acceptance Review Committee. With compliant waste water discharge and all penalties paid, Jiangxi Chenming has resumed normal production and operation, and the incident did not have any material impact on the Company’s profit for the period or subsequent periods. Zhanjiang Chenming Subsidiary Excessive discharge Environmental During an environmental protection inspection of Zhanjiang Chenming, Not applicable Not applicable Pulp & Paper of water pollutants penalties Zhanjiang Ecological Environment Bureau found that the rainwater Co., Ltd. discharge outlet of the rainwater channel in the Zhanjiang Chenming factory area had excessive discharge of water pollutants. Therefore, Zhanjiang Chenming was fined RMB1 million. As of the date of the report, the above violation has been corrected and the fine has been paid. Rectification √ Applicable Not applicable 64 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XIII. Punishment and rectification (Cont’d) 1. Rectification measures of Zhanjiang Chenming In light of the pollution, Zhanjiang Chenming thoroughly reflected its operations and immediately investigated the cause of the incident and implemented accountability. To ensure that environmental issues are directly managed by company leaders, a member of the management was designated to specifically address environmental protection matters, which further replenished the manpower for environmental management. Zhanjiang Chenming also strictly complied with the requirements under the Notice on Further Strengthening Environmental Management and Protection ( ). It has adopted the following rectification measures: (1) Sandbags and other means were used to prevent the outflow of water pollutants, which are recycled in the sewage treatment system, and the rainwater gutter was thoroughly cleaned. (2) Cleaning of the reservoir was immediately suspended to reconnect the sludge pipe directly to the sewage system, forfeiting recycling through the rainwater gutter. (3) Production of the causticisation section, where the green liquid tank was located, was immediately shut down to build additional cofferdam and sewage backwater pump to the tank area, as well as building a valve to the entrance where the green liquid flows to the main rainwater gutter. (4) Repair was conducted on the recovery pump and the gate of the rainwater gutter, while adding another recovery pump at the front of the gate equipped with emergency backup sandbags. (5) Retrospective assessment was conducted on the existing contingency plan for environmental emergencies, which has been filed. (6) Environmental management systems such as the Rain and Sewage Separation Management System ( ) were revised to enhance training and implementation. Patrolling is arranged from time to time to strictly prohibit production wastewater from entering the rainwater collection system. Each chief officer of the branch factories is responsible for such tasks, and an environmental management specialist is designated to assist the chief officer in the environmental management of the branch. (7) On 14 May 2020, a cooperation agreement was entered into with King & Wood Mallesons, the legal advisor to the Ministry of Ecology and Environment, pursuant to which King & Wood Mallesons is entrusted to comprehensively seek and locate existing environmental hazards within the Company from the perspective of the Central Environmental Inspector and offer the most optimal solutions. 2020 ANNUAL REPORT 65 VII Material Matters XIII. Punishment and rectification (Cont’d) 2. Rectification measures of Jiangxi Chenming (1) Adjusted its water treatment technique, refined dosing operation, increased sludge press quality, and established, among others, monitoring response mechanism for water quantity and water standard at the middle water section designed to respond to changes in BTMP ingredient ratio and load. As a result, Jiangxi Chenming proved qualified on all indicators during two spontaneous sampling inspections conducted by Nanchang Ecological Environment Bureau and the environmental monitor station as well as a scheduled sampling inspection conducted by a third party. Based on such results, Nanchang Ecological Environment Bureau determined that the rectification for out-of-limit waste water (SS standard) of Jiangxi Chenming had been completed. (2) After installing 50 surface aerators at the south and north aeration tanks, Jiangxi Chenming further installed 10 jet aeration devices for both tanks in order to increase dissolved oxygen, and carried out in-depth technical modifications to the aeration tanks to increase efficient jet aeration. All indicators were above-standard after multiple sampling and monitoring. (3) Immediately initiated harmless sludge disposal and ecological restoration of the dumping location in strict compliance with the laws, regulations and government requirements. After vigorous efforts in reducing losses and eliminating pollution, the harmless sludge disposal and ecological restoration processes have been completed. Jiangxi Chenming has passed the inspections of relevant government departments and the joint acceptance review committee consisting of environmental experts in Jiangxi Province, and the polluted land has been declared unpolluted after on-site inspections by environmental protection departments. (4) Strengthened the online inspection and monitoring system and the machine-controlled early warning system; focused on improving the quality and training of full-time environmental protection management personnel at all levels; strictly implemented the qualification standards and education on the environmental protection laws and regulations, with regular appraisal and incentives to raise environmental awareness and sense of responsibility across the board, with strict compliance with relevant laws and regulations. XIV. Credibility of the Company, its controlling shareholders and beneficial controllers Applicable √ Not applicable 66 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XV. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measure of the Company √ Applicable Not applicable 1. On 30 March 2020, the ninth extraordinary meeting of the ninth session of the Board of the Company considered and approved the Resolution in Relation to the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary, the Resolution in Relation to the Assessment Management Measures for the Implementation of the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited, and the Resolution in Relation to the Authorisation Granted by the General Meeting to the Board to Deal with Matters Relating to the Share Incentive Scheme of the Company. On the same date, the fourth extraordinary meeting of the ninth session of the Supervisory Committee of the Company considered and approved the above resolutions and verified the list of proposed participants of the incentive scheme. Independent Directors of the Company issued independent opinions on the incentive scheme. 2. On 3 April 2020, the Company announced the list of participants through the Company’s internal website for a period from 3 April 2020 to 12 April 2020. During the period, the Supervisory Committee of the Company and relevant departments did not receive any objection against the proposed participants. The Supervisory Committee verified the list of participants under the grant of the incentive scheme. 3. On 15 May 2020, the Resolution in Relation to the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary, the Resolution in Relation to the Assessment Management Measures for the Implementation of the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited, and the Resolution in Relation to the Authorisation Granted by the General Meeting to the Board to Deal with Matters Relating to the Share Incentive Scheme of the Company were considered and approved at the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares of the Company. On 16 May 2020, the Company disclosed the Self-Examination Report for the Trading of Shares of the Company by Insiders and Participants of the 2020 Restricted A Share Incentive Scheme. 4. On 29 May 2020, the Resolution on the Matters Relating to Adjustments to the 2020 Restricted A Share Incentive Scheme of the Company and the Resolution in Relation to the Grant of Restricted Shares to the Participants were considered and approved at the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the Supervisory Committee of the Company, approving the issue of 79,600,000 restricted A shares to 111 participants at the price of RMB2.85 per share on 29 May 2020. The independent Directors of the Company issued independent opinions thereon, agreed that the Board shall make adjustments to the list of proposed participants and the number of shares to be granted, and considered that the participants were legally and validly qualified and that the grant date determined was in compliance with relevant requirements. 5. On 28 June 2020, Grant Thornton issued a Capital Verification Report (Zhi Tong Yan Zi (2020) No. 371ZC00199), in which they verified the Company’s subscription contribution status for the share incentive scheme as of 23 June 2020, and considered that: 6. On 15 July 2020, the 79,600,000 restricted A shares granted to the participants were listed. For details, please refer to 2020 Restricted A Share Incentive Scheme (Draft), Assessment Management Measures for the Implementation of the 2020 Restricted A Share Incentive Scheme, the Announcement on Approval of 2020 Restricted A Share Incentive Scheme by State-owned Assets Supervision and Administration Office of the People’s Government of Shouguang City, the Announcement on Grant of Restricted Shares to Participants, and the Announcement on Completion of Registration of the Grant under the 2020 Restricted A Shares Incentive Scheme published on CNINFO on 31 March, 6 May, 8 May, 16 May, 30 May and 9 July 2020, respectively. 2020 ANNUAL REPORT 67 VII Material Matters XVI. Significant related party transactions 1. Related party transactions associated with day-to-day operation √ Applicable Not applicable Percentage Subject Pricing Related Amount of as the Amount of Whether Market price Types of the matter of the basis of the party related party amount of transactions exceeding Settlement of of available Related party related party related party related party transaction transactions similar approved approved related party similar Disclosure Related party relationship transactions transactions transaction price (RMB’0,000) transactions (RMB’0,000) cap transactions transaction date Disclosure index Jiangxi Jiuyu Director and Senior Procurement Natural gas, Market price Market price 25,516 64.45% 60,000 No Bank Not applicable 30 March 2020 http://www.cninfo.com.cn Energy Co., Ltd. Management of the heavy oil, acceptance Company served etc. and as the director and telegraphic senior management transfer of the company during the past twelve months Total – – 25,516 – 60,000 – – – – – Particulars on refund of bulk sale None Actual implementation during the reporting period of day-to-day related party transactions with estimated total None amounts that would take place during the period, by category (if any) Reason for the significant difference between transaction price and market reference price (if applicable) Not applicable 2. Related party transaction in connection with purchase or sale of assets or equity interest Applicable √ Not applicable There was no related party transaction of the Company in connection with purchase or sale of assets or equity interest during the reporting period. 3. Related party transaction connected to joint external investment Applicable √ Not applicable There was no related party transaction of the Company connected to joint external investment during the reporting period. 68 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVI. Significant related party transactions (Cont’d) 4. Related creditors’ rights and debts transactions √ Applicable Not applicable Were there any non-operating related creditors’ rights and debts transaction? √ Yes No Debts payable to any related party: Amount Amount increased recovered during the during the Interest for Opening current current the current Closing Relationship with balance period period Interest period balance Related party the Company Reason (RMB’0,000) (RMB’0,000) (RMB’0,000) rate (RMB’0,000) (RMB’0,000) CHENMING HOLDINGS The controlling Financial 70,844.09 66,030.00 136,874.09 Market interest rate 756.32 0.00 COMPANY LIMITED shareholder of the support Company Guangdong Nanyue Bank An associate of the Borrowing 294,897.00 131,666.40 254,896.94 Market interest rate 9,677.43 171,666.46 Co., Ltd. Company Effect of related debts on the operating results Financial support is provided by Chenming Holdings without requiring any pledge or guarantee, which is a testament and financial position of the Company to its support and confidence in the future development of the Company, and helps the Company promote project construction and satisfy its needs for working capital. Creditor’s rights receivable from related parties Amount Amount Were there increased recovered any during the during the Interest for Relationship non-operating Opening current current the current Closing with capital balance period period Interest period balance Related party the Company Reason occupation (RMB’0,000) (RMB’0,000) (RMB’0,000) rate (RMB’0,000) (RMB’0,000) Shouguang Meite A joint venture of Financial support No 0.00 1,630.72 0.00 6.00% 34.17 1,630.72 Environmental the Company Technology Co., Ltd. Weifang Sime Darby A joint venture of Financial support No 6,445.65 0.00 0.00 6.00% 401.96 6847.61 West Port Co., Ltd. the Company Effect of related creditors’ rights on the operating The above creditors’ rights do not affect the ordinary operation of the Company. Moreover, they have catered to the results and financial position of the Company needs for development of existing businesses of Shouguang Meite Environmental and Weifang Sime Darby West Port and lowered the financing costs. 5. Other significant related party transactions Applicable √ Not applicable There was no other significant related party transaction of the Company during the reporting period. 2020 ANNUAL REPORT 69 VII Material Matters XVII. Material contracts and implementation 1. Custody, contracting and leasing (1) Custody Applicable √ Not applicable There was no custody of the Company during the reporting period. (2) Contracting Applicable √ Not applicable There was no contracting of the Company during the reporting period. (3) Leasing Applicable √ Not applicable There was no leasing of the Company during the reporting period. 2. Significant guarantees √ Applicable Not applicable (1) Guarantees During the reporting period, the Company provided guarantee to subsidiaries and the guarantee amount incurred was RMB7,697.6500, million. The subsidiaries provided guarantee to their subsidiaries and the guarantee amount incurred was RMB1,044,3103 million. As at 31 December 2020, the balance of the external guarantee provided by the Company (including the guarantee to its subsidiaries by the Company and the guarantee provided to subsidiaries by subsidiaries) amounted to RMB13,107.0798 million, representing 53.99% of the equity attributable to shareholders of the Company as at the end of 2020. 70 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVII. Material contracts and implementation (Cont’d) 2. Significant guarantees (Cont’d) (1) Guarantees (Cont’d) There were no guarantees in violation of regulations. Unit: RMB’ 0,000 External guarantees of the Company and its subsidiaries (excluding guarantees to subsidiaries Date of the related Guarantee Announcement to related disclosing the Amount of Guarantee Type of Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided guarantee Term or not or not Weifang Sime Darby 24 July 2017 17,500.00 20 December 2017 12,480.00 General 10 years No No West Port Co., Ltd. guarantee Zhanjiang Runbao 4 December 2020 16,000.00 4 December 2020 16,000.00 Pledge 2 years No No Trading Co., Ltd. Zhanjiang Dingjin 4 December 2020 13,558.19 4 December 2020 13,558.19 Pledge 2 years No No Trading Co., Ltd. Total external guarantees approved during 29,558.19 Total actual external guarantees during the reporting period (A2) 29,558.19 the reporting period (A1) Total external guarantees approved at the 47,058.19 Balance of total actual guarantees at the end of the reporting period (A4) 42,038.19 end of the reporting period (A3) 2020 ANNUAL REPORT 71 VII Material Matters XVII. Material contracts and implementation (Cont’d) 2. Significant guarantees (Cont’d) (1) Guarantees (Cont’d) Guarantees between the Company and its subsidiaries Date of the related Guarantee Announcement to related disclosing the Amount of Guarantee Type of Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided guarantee Term or not or not Zhanjiang Chenming 14 June 2018 200,000.00 12 July 2019 485,993.49 General 3 years No No Pulp & Paper Co., Ltd. guarantee Zhanjiang Chenming 30 March 2019 1,088,000.00 General 5 years No No Pulp & Paper Co., Ltd. guarantee Zhanjiang Chenming 27 March 2020 160,000.00 General 5 years No No Pulp & Paper Co., Ltd. guarantee Shandong Chenming 30 March 2019 500,000.00 General 5 years No No Group Finance Co., guarantee Ltd. Shandong Chenming 30 March 2019 600,000.00 9 March 2020 120,372.86 General 5 years No No Paper Sales Co., Ltd. guarantee Shandong Chenming 26 March 2015 100,000.00 General 7 years No No Financial Leasing Co., guarantee Ltd Shandong Chenming 30 March 2016 300,000.00 General 7 years No No Financial Leasing Co., guarantee Ltd Shanghai Chenming 14 February 2018 50,000.00 General 3 years No No Financial Leasing Co., guarantee Ltd. Qingdao Chenming 14 February 2018 50,000.00 General 3 years No No Nonghai Financial guarantee Leasing Co., Ltd. Guangzhou Chenming 14 February 2018 50,000.00 General 3 years No No Financial Leasing Co., guarantee Ltd. Shandong Chenming 14 February 2018 200,000.00 General 3 years No No Commercial Factoring guarantee Co., Ltd. Huanggang Chenming 26 March 2015 400,000.00 5 January 2017 92,628.00 General 7 years No No Pulp & Paper Co., Ltd. guarantee Huanggang Chenming 30 March 2016 550,000.00 General 7 years No No Pulp & Paper Co., Ltd. guarantee Jiangxi Chenming Paper 14 June 2018 50,000.00 28 June 2019 164,253.48 General 3 years No No Co., Ltd. guarantee Jiangxi Chenming Paper 30 March 2019 350,000.00 General 5 years No No Co., Ltd. guarantee Shouguang Meilun 30 March 2019 100,000.00 9 July 2020 48,191.77 General 5 years No No Paper Co., Ltd. guarantee 72 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVII. Material contracts and implementation (Cont’d) 2. Significant guarantees (Cont’d) (1) Guarantees (Cont’d) Guarantees between the Company and its subsidiaries Date of the related Guarantee Announcement to related disclosing the Amount of Guarantee Type of Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided guarantee Term or not or not Shouguang Meilun 27 March 2020 400,000.00 General 5 years No No Paper Co., Ltd. guarantee Wuhan Chenming 18 October 2019 100,000.00 6 August 2020 3,000.00 General 3 years No No Hanyang Paper guarantee Holdings Co., Ltd. Chenming (HK) Limited 14 June 2018 250,000.00 23 April 2018 42,738.10 General 3 years No No guarantee Chenming (HK) Limited 30 March 2019 500,000.00 General 5 years No No guarantee Shouguang Chenming 30 March 2019 50,000.00 General 5 years No No Import and Export guarantee Trade Co., Ltd. Jilin Chenming Paper 30 March 2019 150,000.00 16 March 2020 2,000.00 General 5 years No No Co., Ltd. guarantee Zhanjiang Chenming 30 March 2019 10,000.00 General 5 years No No Arboriculture guarantee Development Co., Ltd Nanchang Chenming 27 March 2020 10,000.00 General 3 years No No Arboriculture guarantee Development Co., Ltd. Shandong Chenming 14 June 2018 3,000.00 General 3 years No No Panels Co., Ltd. guarantee Shanghai Chenming 11 October 2018 400,000.00 General 3 years No No Industrial Co., Ltd guarantee Shanghai Chenming 30 March 2019 300,000.00 11 May 2020 1,500.00 General 5 years No No Pulp & Paper Sales guarantee Co., Ltd. Shanghai Hongtai Real 27 March 2020 140,000.00 General 10 years No No Estate Co., Ltd. guarantee Shanghai Hongtai 27 March 2020 10,000.00 General 5 years No No Property Management guarantee Co., Ltd. Chenming (Overseas) 27 March 2020 100,000.00 General 5 years No No Co., Ltd. guarantee Chenming (Singapore) 27 March 2020 100,000.00 General 5 years No No Co., Ltd. guarantee Hainan Chenming 4 December 2020 40,000.00 11 December 2020 38,000.00 General 3 years No No Technology Co., Ltd. guarantee Total amount of guarantee provided for 960,000.00 Total amount of guarantee provided for subsidiaries during the reporting period 769,765.00 subsidiaries approved during the reporting (B2) period (B1) Total amount of guarantee provided for 7,311,000.00.00 Total balance of guarantee provided for subsidiaries as at the end of the 998,677.70 subsidiaries approved as at the end of the reporting period (B4) reporting period (B3) 2020 ANNUAL REPORT 73 VII Material Matters XVII. Material contracts and implementation (Cont’d) 2. Significant guarantees (Cont’d) (1) Guarantees (Cont’d) Guarantees between subsidiaries Date of the related Guarantee Announcement to related disclosing the Amount of Guarantee Type of Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided guarantee Term or not or not Chenming (HK) Limited 30 March 2019 200,000.00 2 April 2019 165,561.06 Guarantee provided 5 years No No Chenming (HK) Limited 30 March 2019 100,000.00 30 July 2019 9,431.03 Guarantee provided 5 years No No Zhanjiang Chenming Pulp & 7 August 2020 12,000.00 7 August 2020 12,000.00 Guarantee provided 1 year No No Paper Co., Ltd. Shouguang Meilun Paper 4 December 2020 20,000.00 4 December 2020 20,000.00 Pledge 2 years No No Co., Ltd. Shouguang Meilun Paper 4 December 2020 42,400.00 4 December 2020 42,400.00 Pledge 3 years No No Co., Ltd. Wuhan Chenming Hanyang 4 December 2020 3,000.00 4 December 2020 600.00 Pledge 3 years No No Paper Holdings Co., Ltd. Huanggang Chenming Pulp 4 December 2020 20,000.00 4 December 2020 20,000.00 Pledge 3 years No No & Paper Co., Ltd. Total amount of guarantee provided for subsidiaries 97,400.00 Total amount of guarantee provided for subsidiaries during the reporting period (C2) 104,431.03 approved during the reporting period (C1) Total amount of guarantee provided for subsidiaries 397,400.00 Total balance of guarantee provided for subsidiaries as at the end of the reporting period (C4) 269,992.09 approved as at the end of the reporting period (C3) Total amount of guarantee provided (i.e. sum of the above three guarantee amount) Total amount of guarantee approved during the 1,086,958.19 Total amount of guarantee during the reporting period (A2+B2+C2) 885,712.41 reporting period (A1+B1+C1) Total amount of guarantee approved as at the end of 7,755,458.19 Total balance of guarantee as at the end of the reporting period (A4+B4+C4) 903,754.22 the reporting period (A3+B3+C3) The percentage of total amount of guarantee provided 1,310,707.98 (i.e. A4+B4+C4) to the net assets of the Company Of which: Balance of guarantee provided for shareholders, beneficial controllers and its related parties (D) 0 Balance of guarantee directly or indirectly provided for obligors with gearing ratio over 70% (E) 159,872.86 Total amount of guarantee provided in excess of 50% of net assets (F) 96,859.54 Sum of the above three amount of guarantee (D+E+F) 256,732.40 74 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVII. Material contracts and implementation (Cont’d) 2. Significant guarantees (Cont’d) (2) External guarantees against the rules and regulations Applicable √ Not applicable There was no external guarantee provided by the Company which was against the rules and regulations during the reporting period. 3. Entrusted cash and asset management (1) Entrusted wealth management Applicable √ Not applicable The Company did not have any entrusted wealth management during the reporting period. (2) Entrusted loans Applicable √ Not applicable The Company did not have any entrusted loans during the reporting period. 4. Material contracts in day-to-day operation Applicable √ Not applicable 5. Other material contracts Applicable √ Not applicable The Company did not have any other material contracts during the reporting period. 2020 ANNUAL REPORT 75 VII Material Matters XVIII. Fulfilment of Social Responsibility 1. Fulfilment of social responsibility We have always been grateful for all our blessings, without forgetting our aspiration. For a long time, the Company has constantly adhered to the development goal of “the industry serving the country and giving back to society”. Guided by “creating high-quality paper products and sincerely returning to society”, while pursuing the maximisation of value, we insist on green development, participate in public welfare activities, deeply integrate social responsibility and corporate vision as well as mission and values, create greater value for stakeholders, thus becoming a world- class papermaking enterprise group that shoulders greater responsibility. Standardising the Company’s operation and protecting the rights and interests of shareholders. The Company strictly abides by the requirements of the “Company Law”, “Securities Law”, “Articles of Association” and other relevant laws and regulations, improves the corporate governance structure, and establishes an organisation with shareholders’ general meeting, the Board and the Supervisory Committee as power, decision-making and supervision in combination with the actual situation of the Company. The organisation and the management have clearly defined powers and responsibilities, with each performing their own duties, effective checks and balances, scientific decision- making, coordinated operation, continuously enhance the Company’s operation management and standard operation level, and protect the legitimate rights and interests of all shareholders in a practical manner. During the reporting period, the Company adopted a combination of on-site and online voting to convene a shareholders’ general meeting in order to ensure that all shareholders, especially small and medium shareholders, enjoy equal status, enabling them to effectively participate in and fully exercise their voting rights. At the same time, while achieving growth and development, the Company attaches great importance to returns to investors, and insists on sharing the Company’s business development results with investors. The Company has distributed cash dividends to shareholders for eighteen consecutive years since 2003. During the reporting period, the Company implemented the 2019 profit distribution plan, and distributed cash dividends of RMB437,433,593.74 to ordinary shareholders and cash dividends of RMB172,676,073.42 to preferred shareholders, effectively safeguarding the legitimate rights and interests of all shareholders of the Company and providing all shareholders with stable return on investments. Practicing green development and adhering to environmental protection first. The Company has been actively practicing the concept of “turquoise waters and verdant mountains are invaluable assets”. Relying on advanced production technology and manufacturing equipment, extensive experience in waste management and a variety of complete treatment systems, the Company unswervingly embarks on a novel industrialisation path with high technology content, low resource consumption and less environmental pollution, and vigorously implements a green and low-carbon strategy to achieve a “win-win” situation between economic, social and ecological benefits. The Company took the lead in exploring black liquor resource recovery technology, launched the largest alkali recycling project in the domestic paper industry, and built the first domestic medium-pressure steam generator with the utilisation of alkali furnaces which could save 750,000 tons of standard coal per annum, with the alkali recovery rate reaching 99.8%; adopted the world’s most advanced osmosis and filtration technology to recycle greywater, with a conversion rate of up to 75% or above, and the standard of treated greywater is up to drinking water standard, which could save 170,000 cubic meters of clean water on a daily basis. The Company insists on reduction from the source of production and implements the “horizontally and vertically accessible” full-process control, thereby achieving low consumption with low emissions, as well as recirculation with reduction. It vigorously develops circular economy, comprehensively implements clean production, implements on-site 6S management, and achieves the Company’s goal of “energy saving, consumption reduction, pollution reduction and efficiency enhancement”, becoming a benchmark for environmentally-friendly and resource-saving enterprise. During the reporting period, the Company was awarded the honorary title of “2020 Environmental and Socially Responsible Enterprise”. 76 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVIII. Fulfilment of Social Responsibility (Cont’d) 1. Fulfilment of social responsibility (Cont’d) Adhering to the principle of people-orientation and promoting employee development. The Company always upholds the “people-oriented” concept, and regards the benefit of employees as the driving force and foothold of the Company’s development. It fully implements safety production management, intensifies safety production inspections through continuous refinement of safety production standards, and carries out production safety education, training and other campaigns for employees on an irregular basis in order to ensure the health and safety of employees. In addition, it builds an equal development platform for employees by establishing and improving internal regulations and systems as well as optimising performance reward rules, and implements diversified training to improve employees’ vocational skills, forming a strong atmosphere of “mass entrepreneurship and innovation”. Meanwhile, the Company focuses on enriching the spare-time life of employees, promotes work-life balance, provides employees with living place, establishes an employee mutual aid foundation to help employees in need, and enhances the sense of happiness among staff. During the reporting period, the Company organised basketball games, speech contests, Mid- Autumn Festival Gala, New Year’s Day Gala and other labour union activities to enrich employees’ spare time life and enhance their sense of belonging. At the same time, the Company implemented an A-share restricted stock incentive plan to grant A shares to 111 incentive targets based on the principle of “equivalent benefits and contributions”, and realised the combination of medium to long-term incentive mechanism and talent development strategy, promoting the high-quality development of the Company. Enthusiastic support for charity and bravely shouldering social responsibilities. While adhering to meeting social needs with high-quality products, the Company focuses on building harmonious and friendly public relations, actively engages in charity activities, fulfils social responsibilities and creates social value. In recent years, the Company has actively participated in charitable projects such as “Sunrise Aid for Education”, “Sunset Assistance to Elderly “, “Aid for the Disabled”, “Rehabilitation and Medical Assistance”, and “Daily Donation with Compassion”, as well as disaster relief including rescue activities in the Wenchuan Earthquake, Yushu Earthquake and Shouguang Flood. The Municipal Party Committee and the municipal government of Weifang and Shouguang have successively awarded the Company the “Most Caring Charity Enterprise”, and Mr. Chen Hongguo, the chairman of the Group, the honorary title of the “Most Caring Charity Person”. During the reporting period, in the nationwide battle against the novel coronavirus pneumonia, Chenming Group has made contributions and donations of more than RMB13 million in total, demonstrating the great love of “heart-to-hands and mutual assistance”. And it joins hands with the People’s Education Agency and the Chinese media to organise the charity donation activity of “sharing the fragrance of books in supporting the charity” for the Jiangxi Sanqingshan School, and fully advances the “soul casting project”. Society is the soil for cultivating the development of enterprises, and enterprises cannot attain sustainable development without the care and support of all sectors of society. The Company will always keep its mission in mind and shoulder the responsibilities. While focusing on the main business and strengthening the industry, the Company insists on putting the protection of the rights and interests of shareholders, customers and employees, and the promotion of social welfare development as the corporate value that it pursues. It continuously increases investment in charity and public welfare, and injects positive energy into economic and social development as well as the revitalisation of the national paper industry with a strong sense of responsibility and mission. 2. Fulfilment of social responsibility regarding targeted poverty relief The Company did not commence any work regarding targeted poverty relief. 2020 ANNUAL REPORT 77 VII Material Matters XVIII. Fulfilment of Social Responsibility (Cont’d) 3. Environmental protection matters Are the Company and its subsidiaries classified as key pollutant discharging unit as specified by environmental protection authority? Yes Number of Name of major pol utants emission Distribution of Emission Pol utant emission Excessive Name of company or subsid ary and specif c pol utants Way of emission outlets emission outlets concentration standards i plemented Total emissions Approved total emissions emissions Huanggang Chenming Pulp & Smoke Organised emission 2 Within factory area Alkal furnace: 7.13 mg/m Alkal furnace: 30 mg/m Alkal furnace: 20.21t Alkal furnace: 124.357 t No Paper Co., Ltd. Lime ki n: 5.54mg/m Lime ki n: 200mg/m Lime ki n: 3.77t Lime ki n: 26.44 t Sulphur dioxide Organised emission 2 Within factory area Alkal furnace: 7.03 mg/m Alkal furnace: 200 mg/m Alkal furnace: 19.03t Alkal furnace: 321.193 t No Lime ki n: 54.59mg/m Lime ki n: 850mg/m Lime ki n: 36.34t Lime ki n: 158.304 t Nitrogen oxide Organised emission 1 Within factory area 152.14 mg/m 200 mg/m 463.17t 950.882 t No COD Organised emission 1 Within factory area 53.22 mg/L 150 mg/L 369.93t 563.72t No Ammonia nitrogen Organised emission 1 Within factory area 0.99 mg/L 14 mg/L 6.41t 40.12t No Shandong Chenming Paper COD Organised emission 2 Chenming Industria Park 180mg/L 300mg/L 3279.9t 6510.74t No Hold ngs Lim ted Ammonia nitrogen Organised emission 2 Chenming Industria Park 4.05mg/L 30 mg/L 78.69t 650.7t No Sulphur dioxide Organised emission 2 Chenming Industria Park 5.27mg/m3 35mg/m3 20.51t 163.74t No Nitrogen oxide Organised emission 2 Chenming Industria Park 32.65mg/m3 50mg/m3 119.07t 233.91t No Smoke Organised emission 2 Chenming Industria Park 0.87mg/m3 5mg/m3 3.11t 23.39t No Shouguang Mei un Paper Co., Sulphur dioxide Organised emission 4 Chenming Industria Park Power plant: 8.39mg/m3 Power plant: 35mg/m3 85.23t 423.11t No Ltd. Alkal furnace: 2.19 mg/m3 Alkal furnace: 50 mg/m3 Lime ki n: 5.81mg/m3 Lime ki n: 50 mg/m3 Nitrogen oxide Organised emission 4 Chenming Industria Park Power plant: 32.7mg/m3 Power plant: 50mg/m3 1059.54t 1363.59t No Alkal furnace: 77.1 mg/m3 Alkal furnace: 100 mg/m3 Lime ki n: 9.68 mg/m3 Lime ki n: 100 mg/m3 Smoke Organised emission 4 Chenming Industria Park Power plant: 0.9mg/m3 Power plant: 5mg/m3 23.74t 138.06t No Alkal furnace: 1.55 mg/m3 Alkal furnace: 10 mg/m3 Lime ki n: 1.57 mg/m3 Lime ki n: 10 mg/m3 Wuhan Chenming Hanyang Paper COD Organised emission 1 East of the factory area 23mg/L 80mg/L 57.9149t 184.3t No Hold ngs Co., Ltd. Ammonia nitrogen Organised emission 1 East of the factory area 1 mg/L 8 mg/L 1.8738t 17.3t No Sulphur dioxide Organised emission 2 Within Qianneng Electric Power 130t/h furnace: 7.97 mg/m 75t/h 50mg/m 7.5779t 102.58t No factory area furnace: 3.27mg/m Nitrogen oxide Organised emission 2 Within Qianneng Electric Power 130t/h furnace: 74.99mg/m 75t/h 100 mg/m 73.938t 205.16t No factory area furnace: 61.99mg/m Smoke Organised emission 2 Within Qianneng Electric Power 130t/h furnace: 3.15mg/m 75t/h 20mg/m 3.0288t 41.032t No factory area furnace: 2.49mg/m Jiangxi Chenming Paper Co., Ltd. COD Organised emission 1 At the boundary of factory area 25.75mg/L 90mg/L 230.696t 1260t No Ammonia nitrogen Organised emission 1 At the boundary of factory area 1.19mg/L 8mg/L 10.844t 112t No Sulphur dioxide Organised emission 2 At the boundary of factory area 72.34mg/m3 200mg/m3 328.325t 806t No Nitrogen oxide Organised emission 2 At the boundary of factory area 83.56mg/m3 200mg/m3 383.415t 806t No Smoke Organised emission 2 At the boundary of factory area 5.94mg/m3 30mg/m3 27.311t 135t No Ji i Chenming Paper Co., Ltd. COD Organised emission 1 At the boundary of factory area 48.02mg/l 90mg/l 200.19t 357t No Ammonia nitrogen Organised emission 1 At the boundary of factory area 1.37mg/l 8mg/l 4.49t 34t No Sulphur dioxide Organised emission 1 Within factory area 6.98mg/m3 100mg/m3 4.638t 97t No Nitrogen oxide Organised emission 1 Within factory area 32.60mg/m3 100mg/m3 21.673t 213t No Smoke Organised emission 1 Within factory area 11.76mg/m3 30mg/m3 7.82t 51.66t No 78 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVIII. Fulfilment of Social Responsibility (Cont’d) 3. Environmental protection matters (Cont’d) Number of Name of major pol utants emission Distribution of Emission Pol utant emission Excessive Name of company or subsid ary and specif c pol utants Way of emission outlets emission outlets concentration standards i plemented Total emissions Approved total emissions emissions Zhanj ang Chenming Pulp & COD Organised emission 1 Within factory area 44.151mg/L 90mg/L 750.573t 1943t No Paper Co., Ltd. Ammonia nitrogen Organised emission 1 Within factory area 1.138mg/L 8mg/L 19.408t 43.9t No Total phosphorus Organised emission 1 Within factory area 0.246mg/L 0.8mg/L 4.160t 21.36t No Total nitrogen Organised emission 1 Within factory area 5.587mg/L 12mg/L 94.040t 320.4t No Smoke Organised emission 5 Within factory area Alkal recovery: 15.786mg/m3 Power Alkal recovery: 30mg/m3 183.592t 196t No plant 1#: 6.043mg/m3 1#2#3# circulating flu d sed bed Power plant 2#: 5.428mg/m3 boi ers: 30mg/m3 Power plant 3#: 5.006mg/m3 4# circulating flu d sed bed boi ers: Power plant 4#: 3.387mg/m3 10mg/m3 Sulphur dioxide Organised emission 5 Within factory area Alkal recovery: 11.818mg/m3 Power Alkal recovery: 200mg/m3 190.464t 620t No plant 1#: 7.507mg/m3 1#2#3# circulating flu d sed bed Power plant 2#: 6.872mg/m3 boi ers: 100mg/m3 Power plant 3#: 9.564mg/m3 4# circulating flu d sed bed boi ers: Power plant 4#: 3.775mg/m3 35mg/m3 Nitrogen oxide Organised emission 5 Within factory area Alkal recovery: 153.633mg/m3 Alkal recovery: 200mg/m3 1,326.078t 2,169.70t No Power plant 1#: 13.608mg/m3 1#2#3# circulating flu d sed bed Power plant 2#: 18.036mg/m3 boi ers: 100mg/m3 Power plant 3#: 20.734mg/m3 4# circulating flu d sed bed boi ers: Power plant 4#: 18.710mg/m3 50mg/m3 Construction and operation of facilities for pollution prevention and control (1) The Company and its subsidiaries strictly comply with laws, regulations and relevant rules regarding environmental protection of the central and local government. The construction of projects strictly adheres to the “three simultaneities” on environmental protection. In order to ensure pollutants are discharged strictly in accordance with the requirements under laws and regulations and disposed properly, production and operation strictly comply with the national Law on the Prevention and Control of Environmental Pollution, Law on the Prevention and Control of Water Pollution, Law on the Prevention and Control of Air Pollution, Action Plan for Prevention and Control of Water Pollution and Law on the Prevention and Control of Environmental Pollution by Solid Waste and other laws. (2) Both the Company and its subsidiaries are equipped with comprehensive environmental protection treatment facilities. The pre-treatment-aerobic-anaerobic-in-depth treatment technology is the major technology for water treatment, which can achieve standardised discharge of wastewater. Moreover, subsidiaries are equipped with recycling system for process effluent, and reuse treated wastewater to the greatest extent in order to minimise pollution. The Company has constructed a total of 9 water treatment plants, with daily treatment capacity of 350,000 m3. In addition, governmental authority will regularly visit the Company to conduct comparison of online monitoring data every quarter. All data meets the standards. 2020 ANNUAL REPORT 79 VII Material Matters XVIII. Fulfilment of Social Responsibility (Cont’d) 3. Environmental protection matters (Cont’d) Construction and operation of facilities for pollution prevention and control (Cont’d) (3) Each subsidiary’s organised emission outlets are equipped with an online monitoring system for real-time monitoring. All subsidiaries have their own power plants. Each self-owned plant has its own environmental protection facilities for de-dusting, desulphurisation and denitrification. Denitrification is conducted through SCR or SNCR, while desulphurisation is primarily conducted through gypsum desulphurisation (ammonia desulphurisation is adopted in the self-owned plant of Jiangxi Chenming). Substantially all of the emissions indicators are below the national and local execution standards. Other alkali recovery boilers and lime kilns are also in compliance with the emission standards. Environmental impact assessment of construction projects and other environmental protection administrative licensing The Company has strictly complied with the environmental laws and regulations all along to carry out environmental impact assessment of construction projects. The construction projects are all subject to environmental impact assessment. During the construction process, a reasonable environmental protection project construction plan is formulated and strictly implemented. The environmental protection facilities and the main project are designed, constructed and put into operation at the same time. At present, all construction projects put into production have obtained environmental impact assessment approvals and acceptance approvals. In June 2017, the Company and its subsidiaries completed the formalities for new discharge permits in accordance with the Measures for the Administration of Pollutant Discharge Permits of the Ministry of Environmental Protection, and the discharge permits of the new projects were renewed according to the environmental protection requirements in a timely manner. Emergency plan for emergency environmental incidents The Company has strictly implemented emergency regulations for emergency environmental incidents, and formulated various emergency plans for emergency environmental incidents according to the technical requirements in the “Technical Guidelines for Emergency Environmental Pollution Accidents”. The plans are reviewed by and filed with the Environmental Protection Bureau, and regular emergency training and emergency drills are conducted. Emergency measures in relation to dangerous chemicals are formulated in accordance with the environmental protection requirements. At the same time, necessary emergency supplies are provided with regular inspections and updates. Environmental self-monitoring programme The Company has strictly complied with self-monitoring laws and regulations, and conducted self-monitoring in accordance with the environmental protection requirements to establish and perfect the corporate environmental management ledgers and materials. At present, self-monitoring is a combination of manual monitoring and automatic monitoring. At the same time, qualified units are engaged to conduct regular monitoring. Automatically monitored items include: total wastewater discharge (COD, ammonia nitrogen, flow rate, total phosphorus, total nitrogen and PH); power plant, alkali recovery boilers and lime kiln exhaust emissions (sulphur dioxide, nitrogen oxide and smoke). Manually monitored items include: daily monitoring of COD, ammonia nitrogen, SS, chroma, PH, total phosphorus and total nitrogen indicators. Sewage and other monitoring items, unorganised exhaust emission, solid waste, and noise at the plant boundary, are monitored on a monthly or quarterly basis by qualified units engaged in accordance with the local environmental protection requirements in relation to each subsidiary. The self-monitoring data and environmental monitoring programmes for pollutants discharge of various subsidiaries are published on the national key pollution source information disclosure website and the provincial key pollution source information disclosure websites. 80 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XVIII. Fulfilment of Social Responsibility (Cont’d) 3. Environmental protection matters (Cont’d) Other environmental information to be disclosed The relevant environmental protection information of the pollutant discharge permit information and the pollutant discharge permit requirements is announced on the national sewage discharge permit management information platform. Other environmental protection related information Other environmental protection related information is announced on the Company’s website. XIX. Other matters of significance √ Applicable Not applicable 1. Approval of registration of super & short-term commercial paper On 16 February 2020, the super & short-term commercial paper issue of the Company was registered and approved by the Notice of Acceptance of Registration (Zhong Shi Xie Zhu [2020] No. SCP27) of the National Association of Financial Market Institutional Investors. The super & short-term commercial paper of the Company approved for registration amounted to RMB7 billion, and the registered amount was valid for 2 years from the issue date of the notice, and can be issued in tranches during the effective term of the registration. For details, please refer to the relevant announcement (announcement no.: 2020-005) of the Company published on CNINFO on 17 February 2020. 2. Implementation of the 2020 restricted A shares incentive scheme For details, please refer to XV. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measure of the Company in VII Material Matters of this report. 3. Completion of implementation of the plan for the increase in shareholding of the controlling shareholder Due to its confidence in the Company’s future business growth and development prospects, as at 9 September 2020, the implementation of the plan for the increase in shareholding of Chenming Holdings Company Limited, the Company’s controlling shareholder, was completed. Chenming Holdings cumulatively increased its shareholding in the Company by 17,817,434 A shares through centralised bidding on the Shenzhen Stock Exchange trading system, representing 0.6% of the Company’s total share capital. In aggregate, the increase in shareholding amounted to RMB100,118,100. For details, please refer to the relevant announcement (announcement no.: 2020-087) of the Company published on CNINFO on 10 September 2020. 2020 ANNUAL REPORT 81 VII Material Matters XIX. Other matters of significance (Cont’d) 4. Information disclosure index for 2020 Announcement No. Subject matter Date of publication Publication website and index 2020-001 Announcement on Resolutions of the Seventh 8 January 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-002 Announcement on the Establishment of Overseas 8 January 2020 http://www.cninfo.com.cn Subsidiaries by Foreign Investment 2020-003 Announcement on Pledge of Shareholders’ Shares 22 January 2020 http://www.cninfo.com.cn 2020-004 Announcement on External Donations to 8 February 2020 http://www.cninfo.com.cn Support the Fight Against the Novel Coronavirus Pneumonia 2020-005 Announcement on Approval of Registration of 18 February 2020 http://www.cninfo.com.cn Super & Short-term Commercial Paper 2020-006 The First Indicative Announcement on the 19 February 2020 http://www.cninfo.com.cn Adjustment of the Coupon Rate of “18 Chenming Bond 01” and Repurchase Measure for Bondholders 2020-007 Announcement on Resolutions of the Eighth 22 February 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-008 Announcement on Resolutions of the Third 22 February 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Supervisory Committee 2020-009 Announcement on Delay in Increase of Shares of 22 February 2020 http://www.cninfo.com.cn the Company by the Controlling Shareholder 2020-010 Notice of 2020 First Extraordinary General Meeting 22 February 2020 http://www.cninfo.com.cn 2020-011 The Second Indicative Announcement on 21 February 2020 http://www.cninfo.com.cn the Adjustment of the Coupon Rate of “18 Chenming Bond 01” and Repurchase Measure for Bondholders 2020-012 The Third Indicative Announcement on the 25 February 2020 http://www.cninfo.com.cn Adjustment of the Coupon Rate of “18 Chenming Bond 01” and Repurchase Measure for Bondholders 2020-013 Announcement on Repurchase Report of Investor 28 February 2020 http://www.cninfo.com.cn of “18 Chenming Bond 01” 2020-014 Announcement on the Continued Pledge of Shares 7 March 2020 http://www.cninfo.com.cn held by Shareholders 2020-015 Announcement on the Distribution of Dividend of 10 March 2020 http://www.cninfo.com.cn Preference Share 2020-016 Announcement on Resolution of the 2020 First 10 March 2020 http://www.cninfo.com.cn Extraordinary General Meeting 2020-017 Announcement on Resolutions of the Fourth 28 March 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-018 Announcement on Resolutions of the Fourth 28 March 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Supervisory Committee 82 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XIX. Other matters of significance (Cont’d) 4. Information disclosure index for 2020 (Cont’d) Announcement No. Subject matter Date of publication Publication website and index 2020-019 2019 Annual Report Summary 28 March 2020 http://www.cninfo.com.cn 2020-020 Notice of 2019 Annual General Meeting 28 March 2020 http://www.cninfo.com.cn 2020-021 Announcement on Appointment of Auditor for 28 March 2020 http://www.cninfo.com.cn 2020 2020-022 Announcement on the Cancellation of Guarantee 28 March 2020 http://www.cninfo.com.cn Amount for Some Subsidiaries and the Expected Increase in New Guarantee Amount 2020-023 Announcement on the Estimated Day-to-day 28 March 2020 http://www.cninfo.com.cn Related Party Transactions for 2020 2020-024 Announcement on Financial Assistance from a 28 March 2020 http://www.cninfo.com.cn Subsidiary to Its Investee 2020-025 Supplemental Announcement on Estimated Day- 30 March 2020 http://www.cninfo.com.cn to-day Related Party Transactions for 2020 2020-026 Announcement of Resolutions of the Ninth 31 March 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-027 Announcement of Resolutions of the Fourth 31 March 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Supervisory Committee 2020-028 Notice of 2020 Second Extraordinary General 31 March 2020 http://www.cninfo.com.cn Meeting 2020-029 Notice of 2020 First Class Meeting for Holders 31 March 2020 http://www.cninfo.com.cn of Domestic-listed Shares and 2020 First Class Meeting for Holders of Overseas Listed Shares 2020-030 Announcement on Public Solicitation of Voting 31 March 2020 http://www.cninfo.com.cn Rights by Independent Directors 2020-031 Announcement on Receipt of Government 31 March 2020 http://www.cninfo.com.cn Subsidies by Subsidiaries 2020-032 Announcement on Repurchase Report on 31 March 2020 http://www.cninfo.com.cn Bondholders of “18 Chenming Bond 01” 2020-033 Announcement on payment of 2020 interest with 31 March 2020 http://www.cninfo.com.cn respect to the first tranche of Corporate Bonds publicly issued to qualified investors in 2018 2020-034 Announcement on Pledge of Shares held by 7 April 2020 http://www.cninfo.com.cn Shareholders 2020-035 Announcement on Estimated Results for First 14 April 2020 http://www.cninfo.com.cn Quarter of 2020 2020-036 Announcement on the Release of Pledge of 15 April 2020 http://www.cninfo.com.cn Shares held by Shareholders 2020-037 Reply to the inquiry letter of Shenzhen Stock 17 April 2020 http://www.cninfo.com.cn Exchange Regarding Annual Report 2020-038 2020 First Quarterly Report 21 April 2020 http://www.cninfo.com.cn 2020-039 Announcement on Result of the Issue of 2020 First 24 April 2020 http://www.cninfo.com.cn Tranche of Super & Short-term Commercial Paper 2020-040 Announcement on Postponement of Resale of “18 30 April 2020 http://www.cninfo.com.cn Chenming Bond 01” Corporate Bonds 2020 ANNUAL REPORT 83 VII Material Matters XIX. Other matters of significance (Cont’d) 4. Information disclosure index for 2020 (Cont’d) Announcement No. Subject matter Date of publication Publication website and index 2020-041 Announcement on Approval of 2020 Restricted 6 May 2020 http://www.cninfo.com.cn A Share Incentive Scheme by the State-owned Assets Supervision and Administration Bureau of Shouguang City 2020-042 The Explanation on the Status of Announcement 8 May 2020 http://www.cninfo.com.cn and Review Opinions of the Supervisory Committee Regarding the List of Participants under 2020 Restricted A Share Incentive Scheme 2020-043 Self-Examination Report for the Trading of Shares 16 May 2020 http://www.cninfo.com.cn of the Company by Insiders and Participants of the 2020 Restricted A Share Incentive Scheme 2020-044 Announcement on Resolutions of 2020 Second 16 May 2020 http://www.cninfo.com.cn Extraordinary General Meeting, 2020 First Class Meeting for Holders of Domestic-listed Shares, and 2020 First Class Meeting for Holders of Overseas Listed Shares 2020-045 Announcement on Receipt of Government 28 May 2020 http://www.cninfo.com.cn Subsidies by Subsidiaries 2020-046 Announcement on Resolutions of the Tenth 30 May 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-047 Announcement on Resolutions of the Fifth 30 May 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth session of the Supervisory Committee 2020-048 Announcement on Matters Relating to Adjustments 30 May 2020 http://www.cninfo.com.cn to the 2020 Restricted A Share Incentive Scheme 2020-049 Announcement on Grant of Restricted Shares to 30 May 2020 http://www.cninfo.com.cn the Participants 2020-050 Announcement on the Results of Resale of “18 1 June 2020 http://www.cninfo.com.cn Chenming Bond 01” Bonds 2020-051 Announcement on Pledge of Shares held by 6 June 2020 http://www.cninfo.com.cn Shareholders 2020-052 Explanation on Media Coverage of a Subsidiary 19 June 2020 http://www.cninfo.com.cn 2020-053 Announcement on Resolutions of 2019 Annual 20 June 2020 http://www.cninfo.com.cn General Meeting 2020-054 Announcement on Resolutions of the Eleventh 20 June 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-055 Announcement on Estimated Securities Investment 20 June 2020 http://www.cninfo.com.cn Quota for 2020 2020-056 Supplemental Announcement on the Poll Results 20 June 2020 http://www.cninfo.com.cn of 2020 Second Extraordinary Meeting, the 2020 First Class Meeting for Holders of Domestic-listed Shares, and 2020 First Class Meeting for Holders of Overseas-listed Shares 84 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XIX. Other matters of significance (Cont’d) 4. Information disclosure index for 2020 (Cont’d) Announcement No. Subject matter Date of publication Publication website and index 2020-057 Announcement on the Release of Pledge of 1 July 2020 http://www.cninfo.com.cn Shares held by Shareholders 2020-058 Announcement on Receipt of Government 2 July 2020 http://www.cninfo.com.cn Subsidies 2020-059 Announcement on the Progress of Receipt 3 July 2020 http://www.cninfo.com.cn of Environmental Protection Relocation Compensation by a Subsidiary 2020-060 Announcement on Receipt of Environmental 6 July 2020 http://www.cninfo.com.cn Protection Incentives by Zhanjiang Chenming 2020-061 Announcement on Completion of Registration 9 July 2020 http://www.cninfo.com.cn of the Grant under the 2020 Restricted A Shares Incentive Scheme 2020-062 Announcement on the Inclusion of the Company 9 July 2020 http://www.cninfo.com.cn on the Credit Rating Watch List by a Credit Rating Agency 2020-063 Announcement of Resolutions of the Sixth 11 July 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Supervisory Committee 2020-064 Announcement on Resignation of the Chairman of 11 July 2020 http://www.cninfo.com.cn the Supervisory Committee and By-election of a Supervisor 2020-065 Announcement on Resolutions of the Twelfth 11 July 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-066 Notice of 2020 Third Extraordinary General 11 July 2020 http://www.cninfo.com.cn Meeting 2020-067 Announcement on Resolution of the Thirteenth 18 July 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-068 Announcement on Capital Increase and the 18 July 2020 http://www.cninfo.com.cn Introduction of a Strategic Investor by a Holding Subsidiary 2020-069 Announcement on the Continued Pledge of Shares 25 July 2020 http://www.cninfo.com.cn held by Shareholders 2020-070 Announcement on Adjustment to Simulated 25 July 2020 http://www.cninfo.com.cn Conversion Price of Preference Shares 2020-071 Announcement on Resolution of the 2020 Third 28 July 2020 http://www.cninfo.com.cn Extraordinary General Meeting 2020-072 Announcement on the Provision of Guarantees for 8 August 2020 http://www.cninfo.com.cn Bank Loans of a Subsidiary by a Wholly-owned Subsidiary 2020-073 Announcement on the Distribution of Dividend for 10 August 2020 http://www.cninfo.com.cn Second Tranche of Preference Share 2020 ANNUAL REPORT 85 VII Material Matters XIX. Other matters of significance (Cont’d) 4. Information disclosure index for 2020 (Cont’d) Announcement No. Subject matter Date of publication Publication website and index 2020-074 Announcement on the Implementation of the 11 August 2020 http://www.cninfo.com.cn Distribution of Residual Profits of 2019 to Preference Shareholders 2020-075 Announcement on the Implementation of Dividend 11 August 2020 http://www.cninfo.com.cn Distribution to Holders of A Shares and B Shares for 2019 2020-076 2020 Interim Report Summary 11 August 2020 http://www.cninfo.com.cn 2020-077 Announcement in Respect of Resolutions of the 11 August 2020 http://www.cninfo.com.cn Sixth Meeting of the Ninth Session of the Board of Directors 2020-078 Announcement on Huanggang Chenming Phase II 11 August 2020 http://www.cninfo.com.cn Construction Project 2020-079 Notice of 2020 Fourth Extraordinary General 11 August 2020 http://www.cninfo.com.cn Meeting 2020-080 Indicative Announcement 19 August 2020 http://www.cninfo.com.cn 2020-081 Supplemental Announcement on the 2020 Interim 19 August 2020 http://www.cninfo.com.cn Report 2020-082 Announcement on the 2020 Interest Payment of 19 August 2020 http://www.cninfo.com.cn Corporate Bonds (Phase I) 2020-083 Supplemental Announcement in Relation to the 22 August 2020 http://www.cninfo.com.cn Progress of Litigation and Arbitration 2020-084 Announcement on the Establishment of Weifang 26 August 2020 http://www.cninfo.com.cn Chenchuang Sub-Fund with Minmetals Trust and the Investment in a Subsidiary 2020-085 Poll Results Announcement of the 2020 Fourth 28 August 2020 http://www.cninfo.com.cn Extraordinary General Meeting 2020-086 Announcement on the Continued Pledge of Shares 5 September 2020 http://www.cninfo.com.cn held by Shareholders 2020-087 Announcement on Completion of Implementation 10 September 2020 http://www.cninfo.com.cn of the Plan for the Increase in Shareholding of the Controlling Shareholder 2020-088 Announcement on the Receipt of Government 10 September 2020 http://www.cninfo.com.cn Subsidy by a Subsidiary 2020-089 Announcement on the Distribution of Dividend for 15 September 2020 http://www.cninfo.com.cn Third Tranche of Preference Share 2020-090 Announcement on the Participation in the Online 26 September 2020 http://www.cninfo.com.cn Investors Collective Reception Day for Listed Companies in Shandong 2020-091 Announcement on Resolutions of the Fourteenth 30 September 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-092 Announcement on Capital Increase and the 30 September 2020 http://www.cninfo.com.cn Introduction of a Strategic Investor by a Holding Subsidiary 2020-093 Announcement on External Investment 30 September 2020 http://www.cninfo.com.cn 86 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters XIX. Other matters of significance (Cont’d) 4. Information disclosure index for 2020 (Cont’d) Announcement No. Subject matter Date of publication Publication website and index 2020-094 Announcement in respect of Provision of 13 October 2020 http://www.cninfo.com.cn Guarantee in Favour of a Subsidiary for Financing 2020-095 2020 Third Quarterly Report 23 October 2020 http://www.cninfo.com.cn 2020-096 Announcement on Release of Pledge of Shares 6 November 2020 http://www.cninfo.com.cn Held by Shareholders 2020-097 Announcement in respect of Provision of 6 November 2020 http://www.cninfo.com.cn Guarantee in Favour of a Subsidiary for Financing 2020-098 Announcement in respect of Provision of 14 November 2020 http://www.cninfo.com.cn Guarantee in Favour of Subsidiaries by a Wholly- owned Subsidiary 2020-099 Announcement in respect of Provision of 5 December 2020 http://www.cninfo.com.cn Guarantee in Favour of a Subsidiary 2020-100 Announcement on Resolutions of the Fifteenth 5 December 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-101 Announcement on the Acquisition of Non- 5 December 2020 http://www.cninfo.com.cn controlling Interest in a Subsidiary and External Guarantee 2020-102 Announcement on the Transfer of Equity to Repay 5 December 2020 http://www.cninfo.com.cn Debt 2020-103 Announcement on External Guarantees 5 December 2020 http://www.cninfo.com.cn 2020-104 Announcement on the Issue of USD Bonds by a 5 December 2020 http://www.cninfo.com.cn Subsidiary and the Provision of Guarantee 2020-105 Notice of 2020 Fifth Extraordinary General Meeting 5 December 2020 http://www.cninfo.com.cn 2020-106 Poll Results Announcement of the 2020 Fifth 22 December 2020 http://www.cninfo.com.cn Extraordinary General Meeting 2020-107 Announcement on Resolutions of the Sixteenth 24 December 2020 http://www.cninfo.com.cn Extraordinary Meeting of the Ninth Session of the Board 2020-108 Announcement on the Cooperation to Establish 24 December 2020 http://www.cninfo.com.cn Changjiang Chenming Equity Investment Fund and Capital Increase of a Subsidiary 2020-109 Announcement on Investment in the Establishment 24 December 2020 http://www.cninfo.com.cn of a Limited Partnership 2020 ANNUAL REPORT 87 VII Material Matters Announcement No. Subject matter Date of publication Publication website and index 2020-110 Announcement in respect of Provision of 24 December 2020 http://www.cninfo.com.cn Guarantee in Favour of a Subsidiary by a Subsidiary 2020-111 Announcement on Receipt of Government 31 December 2020 http://www.cninfo.com.cn Subsidies by the Subsidiary Zhanjiang Chenming 2020-112 Announcement on the Removal of the Company 31 December 2020 http://www.cninfo.com.cn from the Credit Rating Watch List by a Credit Rating Agency XX. Matters of significant of subsidiaries of the Company √ Applicable Not applicable 1. Outbound investment and establishment of overseas subsidiaries The Resolution in relation to the Establishment of Overseas Subsidiaries through Outbound Investment was considered and approved at the seventh extraordinary meeting of the ninth session of the Board of the Company on 7 January 2020 to propose to establish Chenming (Overseas) Co., Ltd. and Chenming (Singapore) Co., Ltd.. For details, please refer to the relevant announcement (announcement no.: 2020-002) of the Company published on CNINFO on 8 January 2020. 2. Huanggang Chenming phase II construction project with a focus on the principal activities of pulp production and paper making The Resolution in relation to the Huanggang Chenming Phase II Construction Project was considered and approved at the fourth extraordinary general meeting of the Company held on 27 August 2020. The planned total investment of the Huanggang Chenming phase II project amounts to RMB12,800 million. 4 paper production lines of annual production capacity of 1.50 million tonnes (including, among other things, cultural paper and white paper board and the paper production of the project will only use self-produced pulp) are proposed to be constructed. The ancillary facilities to be constructed include, among other things, a machine-made pulp production line of annual production capacity of 520,000 tonnes, sewage treatment system, combined heat and power generation project and piers. In order to support the construction of Huanggang Chenming phase II project and facilitate the development of the principal activities of pulp production and paper making, the Company initiated the establishment of Changjiang Chenming Equity Investment Fund in cooperation with Hubei Changjiang (Huanggang) Industrial Investment Fund Partnership (Limited Partnership) through the Company’s subsidiaries Zhanjiang Chenming and Hubei Huanggang Chenming Equity Investment Fund Management Co., Ltd. to increase the capital of Huanggang Chenming by up to RMB2,000.00 million. In addition, upon receipt of the above funds, Huanggang Chenming shall proceed with the capital increase of Huanggang Chenming Paper Technology Co., Ltd., its wholly-owned subsidiary, for the phase II project construction of Huanggang Chenming. For details, please refer to the relevant announcements (announcement nos.: 2020-077, 2020-078, 2020-085 and 2020-108) of the Company published on CNINFO on 11 August 2020, 28 August 2020 and 24 December 2020. 88 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Material Matters 3. Introduction of a strategic investor by Shouguang Meilun In order to actively and prudently reduce the gearing ratio of the Company, optimise the capital structure, and enhance the overall capital strength and competitiveness of the Company, Shouguang Meilun, a holding subsidiary of the Company, introduced Dongxing Securities Investment Co., Ltd. to achieve capital increase of RMB300 million. Chenming GDR Fund initiated the establishment of Chenchuang Fund in cooperation with Minmetals Investment Management Co., Ltd., Chenming (Qingdao) Asset Management Co., Ltd. and Minmetals International Trust Co., Ltd.. Chenchuang Fund intended to increase the capital of Shouguang Meilun by instalments with the entire paid-in capital contributions, and the amount of capital increase shall not exceed RMB900 million. For details, please refer to the relevant announcements (announcement nos.: 2020-068 and 2020-092) of the Company published on CNINFO on 18 July 2020 and 30 September 2020. 2020 ANNUAL REPORT 89 VIIIChanges in Share Capital and Shareholders I. Changes in shares 1. Changes in shares Unit: share Opening balance Change during the reporting period (+/-) Closing balance Converted Amount Percentage New issue Bonus issue from reserves Others Subtotal Amount Percentage I. Restricted shares 10,580,524 0.36% 79,600,000 0 0 95,800 79,695,800 90,276,324 3.03% 1. Shares held by other domestic investors 10,580,524 0.36% 79,600,000 0 0 95,800 79,695,800 90,276,324 3.03% Of which: Shares held by domestic natural persons 10,580,524 0.36% 79,600,000 0 0 95,800 79,695,800 90,276,324 3.03% II. Non-restricted shares 2,894,027,676 99.64% 0 0 0 – 95,800 – 95,800 2,893,931,876 96.97% 1. RMB ordinary shares 1,659,337,160 57.13% 0 0 0 – 95,800 – 95,800 1,659,241,360 55.60% 2. Domestic listed foreign shares 706,385,266 24.32% 0 0 0 0 0 706,385,266 23.67% 3. Overseas listed foreign shares 528,305,250 18.19% 0 0 0 0 0 528,305,250 17.70% III. Total number of shares 2,904,608,200 100.00% 79,600,000 0 0 0 79,600,000 2,984,208,200 100.00% The reasons for such changes √ Applicable Not applicable According to the Practice Guidance for the Company’s Shares Held by the Directors, Supervisors and Senior Management of the Listed Companies of Shenzhen Stock Exchange, during the reporting period, 34,925 restricted RMB ordinary shares (A shares) held by Directors and senior management who resigned became non-restricted shares; and 130,725 unrestricted RMB ordinary shares (A shares) additionally acquired by the Company’s Directors, Supervisors and senior management became restricted shares. On 15 July 2020, 79,600,000 A Shares under the 2020 Restricted Share Incentive Scheme granted to the motivated personnel were issued and listed, and the company’s restricted sale of shares increased by 79,600,000 shares. Approval of changes in shareholding √ Applicable Not applicable For details, please refer to XV. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measure of the Company in V Material Matters. Transfer of shares arising from changes in shareholding Applicable √ Not applicable Progress of share repurchase Applicable √ Not applicable 90 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIIIChanges in Share Capital and Shareholders I. Changes in shares (Cont’d) 1. Changes in shares (Cont’d) Progress of decrease in the holding of repurchased shares by way of bidding Applicable √ Not applicable The effects of changes in shareholding on financial indicators such as basic earnings per share, diluted earnings per share and net assets per share attributable to ordinary shareholders of the Company for the latest year and the latest period Applicable √ Not applicable Other information considered necessary by the Company or required by the securities regulatory authorities to be disclosed Applicable √ Not applicable 2. Changes in restricted shares √ Applicable Not applicable Unit: share Restricted shares Restricted shares Restricted shares Restricted shares at the beginning increased during released during at the end Name of shareholders of period the period the period of period Reason for restriction Date of release from restriction Chen Gang 139,700 34,925 104,775 Locked-up shares of Directors, Under relevant requirements Supervisors and Senior for shares held by Directors, Management Supervisors and Senior Management Li Dong 56,250 18,750 0 75,000 Locked-up shares of Directors, Under relevant requirements Supervisors and Senior for shares held by Directors, Management Supervisors and Senior Management Li Kang 0 111,975 0 111,975 Locked-up shares of Directors, Under relevant requirements Supervisors and Senior for shares held by Directors, Management Supervisors and Senior Management The participants of the 2020 0 79,600,000 0 79,600,000 Restricted share of the Restricted shares released in Restricted A Share Incentive participants of the Share accordance with the equity Scheme Incentive Scheme incentive plan (draft) Total 195,950 79,730,725 34,925 79,891,750 2020 ANNUAL REPORT 91 VIIIChanges in Share Capital and Shareholders II. Issuance and listing of securities 1. Issuance of securities (excluding Preference Shares) during the reporting period √ Applicable Not applicable Amount Last Issue price approved for transaction Name of share and (or interest listing and date for Date of its derivative Issue date rate) Amount issued Listing date trading transaction Disclosure index disclosure Type of shares Restricted Share under 15 July 2020 RMB2.85 79,600,000 15 July 2020 79,600,000 N/A http://www.cninfo.com.cn/ 9 July 2020 Incentive Scheme per share 2. Changes in the total number of shares and structure of shareholders and the structure of the assets and liabilities of the Company √ Applicable Not applicable Resolutions including the Resolution in Relation to the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary were considered and approved at the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares of the Company. On 29 May 2020, resolutions including the Resolution in Relation to the Grant of Restricted Shares to the Participants were considered and approved at the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the Board of Director of the Company to grant 79,600,000 restricted A Shares to 111 participants. The shares were issued and listed on 15 July 2020. The total number of shares of the Company increased from 2,904,608,200 shares to 2,984,208,200 shares. For details, please refer to XV. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measure of the Company in VII Material Matters. 3. Existing staff shares Applicable √ Not applicable 92 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIIIChanges in Share Capital and Shareholders III. Shareholders and beneficial controllers 1. Total number of shareholders and shareholdings Unit: share Total number of ordinary 119,948, of which Total number of ordinary 113,916, of which Total number of holders 0 Total number of holders 0 shareholders as at the end 98,300 were holders of shareholders as at the 94,363 were holders of of Preference Shares of Preference Shares of the reporting period A shares, 21,290 were end of the month prior to A shares, 19,210 were with restored voting with restored voting holders of B shares and the publication date of holders of B shares and right as at the end of the right as at the end of 358 were holders of H this annual report 343 were holders of H reporting period the month prior to the shares shares disclosure date of the annual report Shareholdings of shareholders interested in more than 5% of the shares of the Company or Top 10 shareholders Changes (increase or Number of decrease) shares held at during the Number of Number of Percentage of the end of the Reporting restricted non-restrict Name of shareholders Nature of shareholders shareholding reporting period period shares held shares held Share pledged or locked-up Status of shares Number CHENMING HOLDINGS COMPANY LIMITED State-owned legal person 15.32% 457,322,919 11,926,791 0 457,322,919 Pledge 238,470,000 HKSCC NOMINEESLIMITED Overseas legal person 12.51% 373,359,125 195,250 0 373,359,125 – – CHENMING HOLDINGS (HONG KONG) LIMITED Overseas legal person 12.20% 364,131,563 0 0 364,131,563 – – CENTRAL HUIJIN ASSET MANAGEMENT LTD. State-owned legal person 2.02% 60,206,850 0 0 60,206,850 – – HONG KONG SECURITIES CLEARING COMPANY LIMITED Overseas legal person 1.14% 34,168,330 20,929,867 0 34,168,330 – – Chen Hongguo Domestic nature person 1.04% 31,080,044 20,000,000 28,310,033 2,770,011 – – National Social Security Fund 418 Others 0.63% 18,840,000 15,633,749 0 18,840,000 – – Ningbo Asia Paper Tube Carton Co., Ltd. Domestic non-state- 0.62% 18,400,000 12,419,854 0 18,400,000 – – owned legal person VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND Overseas legal person 0.50% 14,771,945 2,156,775 0 14,771,945 – – VANGUARD EMERGING MARKETS STOCK INDEX FUND Overseas legal person 0.44% 13,121,946 209,589 0 13,121,946 – – Strategic investors or general legal persons who become the Nil top ten shareholders due to the placement of new shares Related party relationship or acting in concert among the A shareholder, Chenming Holdings (Hong Kong) Limited, which is an overseas legal person, is a wholly-owned subsidiary of a shareholder, Shouguang Chenming Holdings above shareholders Company Limited, which is a state-owned legal person. A shareholder, Chen Hongguo, is the legal representative, chairman and general manager of Chenming Holdings Company Limited. Save for the above, it is not aware that any other shareholders of tradable shares are persons acting in concert. It is also not aware that any other shareholders of tradable shares are related to each other. Explanation of the aforementioned shareholders’ entrusted/ Nil entrusted voting rights and waiver of voting rights 2020 ANNUAL REPORT 93 VIIIChanges in Share Capital and Shareholders III. Shareholders and beneficial controllers (Cont’d) 1. Total number of shareholders and shareholdings (Cont’d) Shareholdings of the top ten shareholders of non-restricted shares Number of non- restricted shares held as at the end of Name of shareholders the reporting period Class of shares Class of shares Number CHENMING HOLDINGS COMPANY LIMITED 457,322,919 RMB ordinary shares 457,322,919 HKSCC NOMINEESLIMITED 373,359,125 Overseas listed 373,359,125 foreign shares CHENMING HOLDINGS (HONG KONG) LIMITED 364,131,563 Domestic listed 210,717,563 foreign shares Overseas listed 153,414,000 foreign shares CENTRAL HUIJIN ASSET MANAGEMENT LTD. 60,206,850 RMB ordinary shares 60,206,850 HONG KONG SECURITIES CLEARING 34,168,330 RMB ordinary shares 34,168,330 COMPANY LIMITED National Social Security Fund 418 18,840,000 RMB ordinary shares 18,840,000 Ningbo Asia Paper Tube Carton Co., Ltd. 18,400,000 RMB ordinary shares 18,400,000 VANGUARD TOTAL INTERNATIONAL STOCK 14,771,945 Domestic listed 14,771,945 INDEX FUND foreign shares VANGUARD EMERGING MARKETS STOCK 13,121,946 Domestic listed 13,121,946 INDEX FUND foreign shares Basic Pension Insurance Fund 1,208 Portfolio 10,717,400 RMB ordinary shares 10,717,400 Related party relationship or acting in concert A shareholder, Chenming Holdings (Hong Kong) Limited, which among the top ten shareholders of non – is an overseas legal person, is a wholly-owned subsidiary of a restricted shares, and between the top ten shareholder, Shouguang Chenming Holdings Company Limited, shareholders of non-restricted shares and which is a state-owned legal person. Save for the above, it is not the top ten shareholders aware that any other shareholders of tradable shares are persons acting in concert. It is also not aware that any other shareholders of tradable shares are related to each other. Securities margin trading of top 10 ordinary Chenming Holdings Company Limited held 457,322,919 RMB shareholders ordinary shares, of which 379,522,919 shares were held through ordinary account and 77,800,000 shares were held through credit guarantee security account. Ningbo Asia Paper Tube Carton Co., Ltd. held 18,400,000 RMB ordinary shares, of which 0 share was held through ordinary account and 18,400,000 shares were held through credit guarantee security account. 94 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIIIChanges in Share Capital and Shareholders III. Shareholders and beneficial controllers (Cont’d) 1. Total number of shareholders and shareholdings (Cont’d) Whether an agreed repurchase transaction was entered into during the reporting period by the top 10 ordinary shareholders and top 10 shareholders of non-restricted shares of the Company Yes √ No The top 10 ordinary shareholders and top 10 shareholders of non-restricted shares. 2. Controlling shareholders of the Company Nature of controlling shareholder: regional state-owned enterprise Type of controlling shareholder: legal person Name of controlling Legal shareholders representative Date of establishment Enterprise code Principal business CHENMING HOLDINGS COMPANY Chen Hongguo 30 December 2005 91370783783485189Q Investment in paper making, LIMITED electricity, heat and arboriculture by its own capital Shareholdings of controlling shareholders who have Save for the Company, Chenming Holdings Company Limited does not have control control or hold shares in other domestic or overseas over or hold any equity interest of other domestic or overseas listed companies. listed companies during the reporting period Change of controlling shareholders during the reporting period Applicable √ Not applicable There was no change in the controlling shareholders of the Company during the reporting period. 2020 ANNUAL REPORT 95 VIIIChanges in Share Capital and Shareholders III. Shareholders and beneficial controllers (Cont’d) 3. Beneficial controller of the Company and persons acting in concert Nature of the beneficial controller: Regional state-owned assets administration authority Type of the beneficial controller: legal person Legal representative/ Person in charge Date of Name of beneficial controller of the unit establishment Enterprise code Principal business State-owned Assets N/A 1 August 1991 N/A Responsible for the Supervision and management and Administration Bureau of capital operation of the Shouguang City state-owned assets of enterprises and business units in Shouguang city. Shareholdings of beneficial Save for the Company, State-owned Assets Supervision and Administration Office controller who has control of Shouguang City is also the beneficial controller of Shandong Molong Petroleum or holds shares in other Machinery Co. Ltd. domestic or overseas listed companies during the reporting period 96 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIIIChanges in Share Capital and Shareholders III. Shareholders and beneficial controllers (Cont’d) 3. Beneficial controller of the Company and persons acting in concert (Cont’d) Change of beneficial controller during the reporting period Applicable √ Not applicable There was no change in the beneficial owner of the Company during the reporting period. Chart illustrating the relationship between the Company and the beneficial controller State-owned Assets Supervision and Administration Commission of Shouguang City 100% Shandong Shouguang Jinxin Investment Development Holdings Group Co., Ltd. 45.21% Chenming Holdings Limited 100% Chenming Holdings 15.32% (Hong Kong) Limited 12.20% Shandong Chenming Paper Holdings Limited Beneficial controller controlling the Company through trust or other asset management method Applicable √ Not applicable 4. Other legal person shareholders interested in over 10% of the shares of the Company Applicable √ Not applicable 5. Restrictions on decrease in shareholding by controlling shareholders, beneficial controller, reorganising party and other undertaking parties Applicable √ Not applicable 2020 ANNUAL REPORT 97 IX Preference Shares √ Applicable Not applicable I. Issue and listing of Preference Shares during the past three years at the end of the reporting period √ Applicable Not applicable With listing Information Issue price Coupon Issue size permission Information of of changes to Method Issue date (RMB/share) rate (share) Listing date (share) Delisting date use of proceeds proceeds Private 16 March 2016 100 4.36% 22,500,000 8 April 2016 22,500,000 Not applicable http://www.cninfo.com.cn Not applicable Private 16 August 2016 100 5.17% 10,000,000 12 September 2016 10,000,000 Not applicable http://www.cninfo.com.cn Not applicable Private 21 September 2016 100 5.17% 12,500,000 24 October 2016 12,500,000 Not applicable http://www.cninfo.com.cn Not applicable II. Holders of Preference Shares and their shareholdings Unit: share Total number of holders of 8 Total number of holders of 8 Preference Shares as at the end of Preference Shares as at the end of the reporting period the month prior to the publication date of this annual report Holders holdings more than 5% of the Preference Shares of the Company or top ten holders of Preference Shares Changes Number of (increase shares held or decrease) at the end of during the Number of Number of Nature of Percentage of the reporting reporting restricted non-restricted Name of shareholders shareholders shareholding period period shares held shares held Share pledged or locked-up Status of shares Number BEIJING YIBEN ZHONGXING INVESTMENT Domestic non-state 27.78% 12,500,000 0 0 12,500,000 Pledged 12,500,000 MANAGEMENT CO., LTD. owned legal person BANK OF COMMUNICATIONS Others 22.44% 10,100,000 0 0 10,100,000 INTERNATIONAL TRUST CO., LTD. – HUILI NO.167 SINGLE CAPITAL TRUST BANK OF COMMUNICATIONS Others 14.22% 6,400,000 0 0 6,400,000 INTERNATIONAL TRUST CO., LTD. – HUILI NO.136 SINGLE CAPITAL TRUST QILU BANK CO., LTD. – QILU BANK QUANXIN Others 13.33% 6,000,000 0 0 6,000,000 WEALTH MANAGEMENT PRODUCT SERIES SHANGHAI SHIJIE BUSINESS CONSULTING CO., Domestic non-state- 9.20% 4,140,100 3,140,100 0 4,140,100 LTD. owned legal person HENGFENG BANK CO., LTD. Domestic non-state- 8.89% 4,000,000 – 1,000,000 0 4,000,000 owned legal person LEAD CAPITAL MANAGEMENT CO., LTD. – Others 2.62% 1,179,900 1,179,900 0 1,179,900 LEAD CAPITAL – LI DE YING NO. 2 ASSET MANAGEMENT PLAN 98 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Preference Shares II. Holders of Preference Shares and their shareholdings (Cont’d) Holders holdings more than 5% of the Preference Shares of the Company or top ten holders of Preference Shares Changes Number of (increase shares held or decrease) at the end of during the Number of Number of Nature of Percentage of the reporting reporting restricted non-restricted Name of shareholders shareholders shareholding period period shares held shares held Share pledged or locked-up Status of shares Number LEAD CAPITAL MANAGEMENT CO., LTD.- Others 1.51% 680,000 680,000 0 680,000 LEAD CAPITAL – LI DE YING NO. 1 ASSET MANAGEMENT PLAN Description of different requirements on other terms Nil of Preference Shares held other than dividend distribution and residual property distribution Related party relationship or acting in concert The aforesaid holders of Preference Shares, “BANK OF COMMUNICATIONS INTERNATIONAL TRUST CO., LTD. – HUILI NO.167 SINGLE CAPITAL among the top ten holders of Preference Shares, TRUST” and “BANK OF COMMUNICATIONS INTERNATIONAL TRUST CO., LTD. – HUILI NO.136 SINGLE CAPITAL TRUST”, and “LEAD CAPITAL and between the top ten holders of Preference MANAGEMENT CO., LTD. LEAD CAPITAL LI DE YING NO.1 ASSET MANAGEMENT PLAN” and “LEAD CAPITAL MANAGEMENT CO., LTD. LEAD Shares and the top ten ordinary shareholders CAPITAL LI DE YING NO.2 ASSET MANAGEMENT PLAN”, are persons acting in concert. Save for the above, it is not aware that whether the remaining holders of Preference Shares are persons acting in concert. It is also not aware that the top ten holders of Preference Shares and the aforesaid ordinary shareholders are related to each other. III. Profit distribution for Preference Shares √ Applicable Not applicable Profit distribution for preference shares during the reporting period √ Applicable Not applicable Whether it is in compliance with the conditions Whether Whether it Distributed and the relevant Way of it was an participates in Dividend amount (RMB) procedures of dividend accumulated distribution of Date of Distribution Ratio (tax inclusive) distribution payment dividend remaining profit 17 March 2020 4.36% 98,100,000.00 Yes Cash No Yes 17 August 2020 5.17% 51,700,000.00 Yes Cash No Yes 18 August 2020 3.837246% 172,676,073.42 Yes Cash No Yes 21 September 2020 5.17% 64,625,000.00 Yes Cash No Yes 2020 ANNUAL REPORT 99 IX Preference Shares III. Profit distribution for Preference Shares (Cont’d) Distribution for Preference Shares of the Company for the past three years Unit: RMB Net profit attributable to Percentage shareholders of to the net profit listed company attributable to Explanation on shortfall under the shareholders of accumulated to the next consolidated listed company accounting year due to financial under the insufficient distributable Distributed statements consolidated profits or portion can be amount for the financial allocated to remaining profit Year of distribution (tax inclusive) distribution year statements distribution 2020 323,390,968.66 1,712,029,078.52 18.89% Chenming You 02 and Chenming You 03 participated in the proposal of remaining profit distribution for RMB108,965,968.66 in 2020. 2019 387,101,073.42 1,656,566,584.88 23.37% Chenming You 01, Chenming You 02 and Chenming You 03 participated in the proposal of remaining profit distribution for RMB172,676,073.42 in 2019. 2018 493,494,767.52 2,509,828,858.47 19.66% Chenming You 01, Chenming You 02 and Chenming You 03 participated in the proposal of remaining profit distribution for RMB279,069,767.52 in 2018. Any adjustment or change in profit distribution policy for preference shares Yes √ No Both earnings of the Company and retained profit of the parent company are positive during the reporting period but without profit distribution for preference shares Applicable √ Not applicable Explanation on other matters regarding distribution for preference shares √ Applicable Not applicable Holders of Preference Shares participate in profit distribution in two portions, namely the fixed dividend distributed based on a fixed dividend rate and the distribution of retained earnings realised for the year. 100 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Preference Shares III. Profit distribution for Preference Shares (Cont’d) 1. Distribution of fixed dividend According to the Articles of Association, the Company shall distribute fixed dividends to holders of the Preference Shares at fixed dividend rate if there are distributable profits after making good losses and the contribution to reserve fund according to law. The Board is authorised by the general meeting to declare and pay all dividends on the Preference Shares in accordance with the issuance plan under the framework and principles considered and approved in the general meeting in respect of the Preference Shares. The general meeting of the Company has the right to cancel part of or all of the current dividends on the Preference Shares. However, when the general meeting of the Company will consider the cancellation of part of or all of the current dividends on the Preference Shares, the Company shall inform the holders of Preference Shares at least 10 working days before the date of dividend payment in accordance with the requirements of the related authorities. 2. Participation in the distribution of retained earnings realised for the year Holders of Preference Shares participate in the distribution of the retained earnings through receipt of cash which is non-cumulative and non-deferrable. In the event of making good losses and the contribution to reserve fund according to law, after receiving fixed dividends at fixed dividend rate as agreed, holders of Preference Shares can also participate in the distribution of the retained earnings for the year in proportion. Specific terms are as follows: the retained earnings for the year arises from net profit attributable to owners of the parent company on a consolidated basis upon distribution of relevant fixed income to holders of financial instruments such as the Preference Shares which may be classified under equity. 50% of the retained earnings shall be distributed to holders of Preference Shares and ordinary shareholders. Holders of Preference Shares shall participate in the distribution of the retained earnings by receiving cash dividends, and the ordinary shareholders shall participate in the distribution of the retained earnings by receiving cash dividends or dividends on ordinary shares. IV. Repurchase or conversion Applicable √ Not applicable There was no repurchase or conversion during the reporting period. V. Resumption of voting rights of Preference Shares 1. Resumption and exercise of voting rights Applicable √ Not applicable 2. Shareholders and beneficial owner involved in resumption of voting rights of Preference Shares Applicable √ Not applicable VI. Accounting policy and reasons thereof √ Applicable Not applicable Pursuant to requirements of Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments, Accounting Standard for Business Enterprises No. 37 – Presentation of Financial Instruments and Provisions for Differentiation between Financial Instruments and Equity Instruments and Relevant Accounting Treatment, the Preference Shares were accounted for as equity instruments as their terms satisfied requirements for such treatments. 2020 ANNUAL REPORT 101 X Directors, Supervisors and Senior Management and Staff I. Changes in shareholding of Directors, Supervisors and Senior Management Shares held Increase in Decrease in Other Shares held as at the the number of the number of changes as at the beginning of shares held shares held (increase or end of the Start date End date the period during the during the decrease) period Name Position Status Gender Age of the term of the term (shares) period (shares) period (shares) (shares) (shares) Chen Hongguo Chairman In office M 56 6 September 2001 11 June 2022 11,080,044 0 0 20,000,000 31,080,044 Hu Changqing Vice Chairman In office M 55 23 June 2018 11 June 2022 42,857 0 0 5,000,000 5,042,857 Li Xingchun Vice Chairman In office M 55 11 June 2019 11 June 2022 0 0 0 5,000,000 5,000,000 Li Feng Director In office M 47 19 June 2020 11 June 2022 906,027 0 0 3,000,000 3,906,027 General manager 9 November 2019 9 November 2021 Han Tingde Director In office M 52 11 June 2019 11 June 2022 0 0 0 0 0 Li Chuanxuan Director In office M 43 11 June 2019 11 June 2022 0 0 0 0 0 Sun Jianfei Independent Director In office M 48 11 June 2019 11 June 2022 0 0 0 0 0 Yin Meiqun Independent Director In office F 50 11 June 2019 11 June 2022 0 0 0 0 0 Yang Biao Independent Director In office M 41 11 June 2019 11 June 2022 0 0 0 0 0 Li Kang Supervisor In office F 39 27 July 2020 11 June 2022 149,300 0 0 0 149,300 Pan Ailing Supervisor In office F 56 11 June 2019 11 June 2022 0 0 0 0 0 Zhang Hong Supervisor In office F 56 11 June 2019 11 June 2022 0 0 0 0 0 Li Xinggui Supervisor In office M 56 11 June 2019 11 June 2022 0 0 0 0 0 Qiu Lanju Supervisor In office F 47 11 June 2019 11 June 2022 0 0 0 0 0 Li Xueqin Deputy general manager In office F 55 1 September 2004 11 June 2022 861,322 0 0 3,000,000 3,861,322 Geng Guanglin Deputy general manager In office M 47 11 June 2019 11 June 2022 716,950 0 0 2,000,000 2,716,950 Li Weixian Deputy general manager In office M 39 6 November 2019 11 June 2022 240,200 0 0 2,000,000 2,240,200 Li Zhenzhong Deputy general manager In office M 47 20 March 2011 11 June 2022 113,000 0 0 2,000,000 2,113,000 Zhao Xuegang Deputy general manager In office M 48 11 June 2019 11 June 2022 0 0 0 0 0 Dong Lianming Financial controller In office M 46 12 October 2018 11 June 2022 69,600 0 0 1,000,000 1,069,600 Yuan Xikun Secretary to the Board In office M 35 16 May 2018 11 June 2022 44,700 0 0 300,000 344,700 Chu Hon Leung Hong Kong company In office M 38 11 June 2019 11 June 2022 0 0 0 0 0 secretary Li Dong Supervisor Resigned M 38 13 December 2016 27 July 2020 75,000 0 0 0 75,000 Total 14,299,000 0 0 43,300,000 57,599,000 102 SHANDONG CHENMING PAPER HOLDINGS LIMITED X Directors, Supervisors and Senior Management and Staff II. Changes of Directors, Supervisors and Senior Management of the Company √ Applicable Not applicable Name Position Type Date Reason Li Feng Director, General Elected 19 June 2020 Elected as a Director of the ninth session manager of the Board at the 2019 annual general meeting. Li Kang Supervisor Elected 27 July 2020 Elected as a Supervisor of the Supervisory Committee of the Company at the third extraordinary general meeting in 2019. Li Dong Supervisor Resignation 27 July 2020 Resignation from the position due to personal reasons. III. Employment Professional background, major working experiences and current duties at the Company of Directors, Supervisors and the Senior Management 1. Brief biographies of Directors (1) Brief biographies of executive Directors Mr. Chen Hongguo is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He is a senior economist and holds the titles including Nationwide Light Industry Top Ten Youth Experts ( ), Labour Medal on Enriching Shandong Province ( ), Excellent Entrepreneur of Shandong Province ( ), Nationwide May 1st Labor Medal ( ), Nationwide Excellent Entrepreneur ( ) and USA RISI CEO of the Year ( ” CEO ”). He is vice chairman of the China National Light Industry Council. He joined the Company in 1987 and had held positions including chief officer of manufacturing section, chief officer of branch factory, deputy general manager, Director of the Company and the chairman of Wuhan Chenming Hanyang Paper Co., Ltd. He is currently the chairman of the Company and a Party Committee Secretary. Mr. Chen Hongguo is the spouse of Ms. Li Xueqin, a deputy general manager of the Company. Mr. Hu Changqing is a member of the Communist Party of the PRC. He holds a bachelor ‘s degree. He joined the Company in 1988. He had held various positions in the Company such as the chief of the technological reform department, the chief officer of branch factory, the deputy general manager and the Director. He is currently a director of Chenming Holdings Company Limited and a vice chairman of the Company. Mr. Li Xingchun holds a doctorate from School of Engineering Management and Engineering at Nanjing University and is a visiting professor of Shanghai Finance University. He has successively worked in Ctrip.com, Fuyou Securities Co., Ltd. ( ) and Western Development Holdings Co., Ltd., accumulating more than 30 years of experience in industry, securities, trust and other fields. He is currently the Chairman of Leadbank Technology Ltd., external director of Jiangxi Dacheng State-owned Assets Management Co., Ltd., director of Western Leadbank Fund Management Co., Ltd., independent director of Huadian International Power Co., Ltd., executive director of China Mergers and Acquisitions Association, vice chairman of its Shanghai branch, and vice chairman of the Company. 2020 ANNUAL REPORT 103 X Directors, Supervisors and Senior Management and Staff III. Employment (Cont’d) 1. Brief biographies of Directors (Cont’d) (1) Brief biographies of executive Directors (Cont’d) Mr. Li Feng is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1992 and had held different positions including the chief officer of manufacturing section and assistant to the general manager of the Company, chairman, marketing director and deputy general manager of Wuhan Chenming Hanyang Paper Holdings Co., Ltd. He is currently an executive Director and the general manager of the Company. Mr. Li Feng is the younger brother of Ms. Li Xueqin, a deputy general manager of the Company. (2) Brief biographies of non-executive Directors Mr. Han Tingde graduated with a bachelor’s degree. He was the deputy general manager and the general manager of operational department of Jinan, Liaocheng and Linyi offices of Shandong Securities Co., Ltd., the deputy general manager and the general manager of operational department of Zibo and Jinan offices of Tiantong Securities Co., Ltd. in China, the general management of each of the customer service department, the brokerage headquarters and the legal affairs department, as well as a deputy general manager of the retail headquarters of Zhongtai Securities Co., Ltd., etc. He is currently a non-executive Director of the Company. Mr. Li Chuanxuan holds a doctorate in law. He is a professor at Fudan University, Shanghai. From 2008 to 2012, he was a lecturer in the Law School of Fudan University. From 2012 to 2013, he was a visiting scholar of the Law School of Columbia University in the United States, focusing on the research on green finance laws and policies. He is currently the secretary general of the Association of Shanghai Environmental Resources Law ( ), the director of the Association of China Environmental Resources Law ( ), the director of the Association of Shanghai Economic Law ( ), as well as the evaluation expert of the National Judicial Verification of Environmental Damages ( ). He has been selected into Shanghai Pujiang Talent Program. He has been in charge of and undertook over 10 national and provincial scientific research projects. Moreover, he has participated in the drafting of several laws and regulations of different legislatures including the Standing Committee of the National People’s Congress, the Ministry of Ecology and Environment and Shanghai National People’s Congress. He concurrently serves as a director of Jiangsu Guanlian New Material Technology Co., Ltd., and is currently a non-executive Director of the company. (3) Brief biographies of independent non-executive Directors Mr. Sun Jianfei holds a doctorate in finance. He was a lecturer at University of Nevada, Reno, and concurrently served as the consultant of hedge funds such as Eagle Peak Fund LP. From August 2010 to February 2017, he was an assistant professor at Antai College of Economics & Management, Shanghai Jiao Tong University. He was selected in the National Academic Leadership Talent Programme in Accounting (Standby List) ( ) organised by the Ministry of Finance, as well as the Shanghai Pujiang Talent Programme ( ). From February 2017 to August 2020, he was a professor at Institute for Social and Economic Research, Nanjing Audit University, and a part-time professor at Antai College of Economics & Management and Advanced Institute of Finance, Shanghai Jiao Tong University. He is currently an Associate professor of Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University, independent director of Zhejiang Yueling Co., Ltd., independent director of Nanya New Material Technology Co., Ltd., independent director of Suzhou Tianwo Technology Co., Ltd., and an independent Director of the Company. 104 SHANDONG CHENMING PAPER HOLDINGS LIMITED X Directors, Supervisors and Senior Management and Staff III. Employment (Cont’d) 1. Brief biographies of Directors (Cont’d) (3) Brief biographies of independent non-executive Directors (Cont’d) Mr. Yang Biao holds a doctorate in law, and is currently a professor and doctoral tutor in the School of Law of Sun Yat-sen University. He is, among others, one of the “Guangzhou Top Ten Young and Middle-aged Jurists”, an outstanding young talent in the “Guangdong Special Support Program”, a selected member in the “Double Thousand Plan” ( ) of the Ministry of Education and the Central Politics and Law Committee, a training candidate in the “Thousand-Hundred-Ten” project ( ) for universities in Guangdong Province, a member of the Academy for East-Asian Tort Law (AETL), a member of the Expert Advisory Committee to Guangdong People’s Procuratorate, a supervisory member and judicial advisory expert of the Standing Committee of Guangzhou People’s Congress and an expert certified in Major Administrative Decision-Making and Argumentation in Guangzhou. He has served in Guangdong High People’s Court and People’s Court of Guangzhou Huangpu District. He has also served as a supervisor of Guangzhou Chuanwen Education Consulting Co., Ltd., a supervisor of Dongguan Rural Commercial Bank Co., Ltd., a director of Guangzhou Zhongda Nansha Technology Innovation Industrial Park Co., Ltd., a director of Guangzhou Zhongshan University Science Park Co., Ltd., a director of Guangzhou Zhongda Intellectual Property Service Co., Ltd., Independent director of Guangdong Guangzhou Daily Media Co., Ltd., independent director of Guangdong Yuehai Feed Group Co., Ltd., independent director of Qiaoyi Logistics Co., Ltd., independent director of Guangdong Tianhe Agricultural Resources Co., Ltd.. He is currently an independent Director of the Company. Ms. Yin Meiqun is a university professor and a certified public accountant in China. She holds a doctorate in accounting degree. She paid academic visits to Sweden, Finland, Denmark and the Iowa State University in the United States. From 1993 to 2007, she was a professor in the department of accounting at Harbin University of Science and Technology. She is a professor of Beijing International Studies University. She is currently a representative of the 15th Beijing Municipal People’s Congress, a member of the Accounting Education Committee of the Accounting Society of China, a council member of the Accounting Society of China, a member of the IMA China Management Accounting Expert Committee, and an independent director of Beijing Life Insurance Co., Ltd. She is currently an independent Director of the Company. 2. Brief biographies of Supervisors Ms. Li Kang is a member of the Communist Party of the PRC. She holds a bachelor’s degree. She joined the Company in 2001. She has successively served as the section chief, deputy minister, minister, assistant to the general manager of the management section of purchasing department, and deputy financial controller of the Company. She is currently a supervisor of the Company. Ms. Pan Ailing is a Ph.D. in Economics and holds a post-doctoral degree in Financial Management. She is currently a professor of the School of Management, an advisor to doctoral students, the chief of the Department of Accounting and the chief of the Investment and Financing Research Centre ( ) in Shandong University and a non-practising member of CICPA (Chinese Institute of Certified Public Accountants). She is also a director of the Accounting Institute, Shandong Province ( ), a council member of Shandong Comparative Management Association, a visiting professor at Soochow University in Taiwan, a visiting scholar at University of Connecticut in the United States and a state-level candidate for the New Century Ten Million Talents Project ( “ ”). She is a specialist entitled to the State Council Special Allowance ( ), and a Young and Middle-aged Expert with Outstanding Contributions in Shandong Province ( ). She is the chief expert of the Major Tender Projects of National Social and Science Fund ( ). She has finished various research projects at national and provincial level. She is also an Independent director of Shandong Xinhua Medical Equipment Co., Ltd., independent director of Lutai Textile Co., Ltd., independent director of Shandong Denghai Seed Industry Co., Ltd., director of Shandong Internet Media Group Co., Ltd., independent director of Shandong Sanwei Petrochemical Engineering Co., Ltd. She is currently a Supervisor of the Company. 2020 ANNUAL REPORT 105 X Directors, Supervisors and Senior Management and Staff III. Employment (Cont’d) 2. Brief biographies of Supervisors (Cont’d) Ms. Zhang Hong holds a doctoral degree in Economics, and is currently a professor and advisor to doctoral students at Shandong University, head of a multinational corporation research institute, a non-practising member of the Chinese Institute of Certified Public Accountants, a director of China Association of International Trade, a director of Shandong Province External Trade Association, and an independent director of Shandong Zhangqiu Blower Co., Ltd., an independent director of Vosges Group Co., Ltd., an independent director of China National Heavy Duty Truck Group Jinan Truck Co., Ltd. and Cisen Pharmaceutical Co., Ltd. She is currently a Supervisor of the Company. 3. Brief biographies of Senior Management Mr. Li Feng is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1992 and had held different positions including the chief officer of manufacturing section and assistant to the general manager of the Company, chairman, marketing director and deputy general manager of Wuhan Chenming Hanyang Paper Holdings Co., Ltd. He is currently an executive Director and the general manager of the Company. Mr. Li Feng is the younger brother of Ms. Li Xueqin, a deputy general manager of the Company. Ms. Li Xueqin is a member of the Communist Party of the PRC. She holds a bachelor’s degree. She was successively awarded titles including “Model Worker in Shandong Province ( ), Model Worker in the Country ( ) and Nationwide May 1st Labour Medal ( )” and a deputy of the Tenth, Eleventh, Twelfth and Thirteenth National People’s Congress. She joined the Company in 1987 and had held the positions of the chief of audit department and deputy general manager of the Company. She has been a deputy general manager of the Company since March 2003. Ms. Li Xueqin is the spouse of Mr. Chen Hongguo, chairman of the Company. Mr. Li Weixian graduated with a postgraduate degree. He joined the Company in 2002 and had held different positions including the deputy manager of a Shenzhen coated paper subsidiary of the Company, manager of Shandong Chenming Paper Sales Company Limited, vice chairman of a household paper company, deputy marketing director and marketing director of a sales company and vice president of a group. He is currently chairman of the financial division and the deputy general manager of the Company Mr. Geng Guanglin is a member of the Communist Party of the PRC. He graduated with a diploma. He joined the Company in 1992 and had held different positions including the chief officer of manufacturing section of the Company, the deputy general manager of Chibi Chenming Paper Co., Ltd., the chairman of Wuhan Chenming Hanyang Paper Holdings Co., Ltd., the chairman of Jilin Chenming Paper Co., Ltd., the chairman of Jiangxi Chenming Paper Co., Ltd. and a Director of the Company. He is currently the deputy general manager of the Company. Mr. Li Zhenzhong is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1995 and had served as principal representative of the Shanghai management region of a sales company, sales manager of light weight coated cultural paper products, general manager of the Sales Company. He is currently the deputy general manager of the Company. Mr. Zhao Xuegang is a member of the Communist Party of China. He holds a postgraduate degree. He graduated from the Economic Information Management School of Shandong Economics University, and obtained a Master’s degree in Finance from Shandong University. After joining the Company in 2017, he served as the general manager of the Financial Leasing Company and currently serves as the deputy general manager of the Company. Mr. Dong Lianming is a member of the Communist Party of the PRC and an accountant. He holds a bachelor’s degree. He joined the Company in 1997 and had held positions as the chief of accounting and auditing section under the financial department of the Company, the deputy chief and chief of the financial department, chief accountant of Jiangxi Chenming, chief accountant of Shandong Chenming Panels and financial controller and deputy general manager of Zhanjiang Chenming. He is currently the financial controller of the Company. 106 SHANDONG CHENMING PAPER HOLDINGS LIMITED X Directors, Supervisors and Senior Management and Staff III. Employment (Cont’d) 3. Brief biographies of Senior Management (Cont’d) Mr. Yuan Xikun is a member of the Communist Party of the PRC. He holds a bachelor’s degree in management. He joined the Company in 2010 and had held positions as the accountant for consolidated financial statements in the financial department of the Company, manager of disclosure department, security affairs specialist and chief of the security investment section. He is currently the secretary to the Board of the Company. Mr. Chu Hon Leung is a lawyer. He obtained a bachelor’s degree in business from Macquarie University, Sydney, Australia, and a postgraduate diploma in law from The College of Law, London, England. He graduated from the City University of Hong Kong and obtained a diploma in Hong Kong law. He had been a lawyer in local and international law firms in Hong Kong and served and an internal consultant for leading Chinese asset management companies. He has been a practicing lawyer in Hong Kong since 2009 and currently works for Li & Partners. Employment at the shareholder of the Company √ Applicable Not applicable Whether receiving any remuneration Position at the or allowance from Name of shareholder shareholder of the shareholder of Name of employee of the Company the Company Start date of the term End date of the term the Company Chen Hongguo Chenming Holdings Company Chairman and general 22 September 2016 29 December 2023 No Limited manger Hu Changqing Chenming Holdings Company Director 22 September 2016 29 December 2023 No Limited Li Xueqin Chenming Holdings Company Director 22 September 2016 29 December 2023 No Limited Geng Guanglin Chenming Holdings Company Director 22 September 2016 29 December 2023 No Limited Explanation of the Nil employment at the shareholder of the Company 2020 ANNUAL REPORT 107 X Directors, Supervisors and Senior Management and Staff III. Employment (Cont’d) 3. Brief biographies of Senior Management (Cont’d) Employment at other units √ Applicable Not applicable Whether receiving any remuneration or allowance from the Position at Start date End date shareholder of the Name of employee Name of other units other units of the term of the term Company Yang Biao Guangdong Guangzhou Daily Independent director 19 August 2019 19 August 2022 Yes Media Co., Ltd. Guangdong Tianhe Agricultural Independent director 17 May 2018 16 May 2021 Yes Means of Production Co., Ltd. Sun Jianfei Nanya New Material Technology Independent director 1 August 2017 8 October 2023 Yes Co., Ltd. Zhejiang Yueling Co., Ltd. Independent director 1 November 2016 6 November 2022 Yes Suzhou Thvow Technology Co., Ltd. Independent director 8 May 2020 8 May 2023 Yes Pan Ailing Shinva Medical Instrument Co., Ltd. Independent director 27 July 2020 27 July 2023 Yes Lu Thai Textile Co., Ltd. Independent director 6 June 2016 10 June 2022 Yes Shandong Xinneng Taishan Independent director 12 April 2019 12 April 2022 Yes Power Generation Co., Ltd. Shandong Sanwei Shihua Independent director 15 May 2020 15 May 2023 Yes Engineering Company Limited Zhang Hong Shandong Zhangqiu Blower Co., Ltd. Independent director 27 March 2019 26 March 2022 Yes Sunvim Group Co., Ltd. Independent director 15 July 2019 26 May 2023 Yes Sinotruck Jinan Truck Co., Ltd. Independent director 28 April 2020 28 April 2023 Yes Cisen Pharmaceutical Co., Ltd. Independent director 28 November 2017 8 December 2023 Yes Employment at other units Nil Sanctions against current Directors, Supervisors and Senior Management of the Company and those who resigned during the reporting period by securities regulatory authorities in the past three years Applicable √ Not applicable 108 SHANDONG CHENMING PAPER HOLDINGS LIMITED X Directors, Supervisors and Senior Management and Staff IV. Remuneration of Directors, Supervisors and Senior Management Decision process, basis for determining the remuneration and actual payment for the remuneration of Directors, Supervisors and the Senior Management (1) Determination basis for remuneration of Directors, Supervisors and the Senior Management: The annual remuneration of each of the executive Directors and the Senior Management of the Company was in the band of RMB0.20 million to 5.00 million and the specific amount for each of them was determined by the remuneration committee based on the main financial indicators and operation target completed by the Company, the scope of work and main responsibilities of the Directors and Senior Management of the Company, the target completion of the Directors and Senior Management as assessed by the duty and performance appraisal system, as well as business innovation capability and profit generation ability of the Directors and the Senior Management. The annual remuneration of Supervisors assuming specific managerial duties in the Company were determined by the general manager office of the Company based on specific managerial duties assumed by them. Fixed annual remuneration policy was adopted on external Supervisors who did not hold actual management positions in the Company. As approved by the first meetings of the ninth session of the Board and the Supervisory Board as well as the 2019 first extraordinary general meeting, the Company paid each of the independent non-executive Directors and non-executive Directors of the Company allowance of RMB200,000 (before tax). The remuneration of external Supervisors amounted to RMB100,000 (before tax). The travel expenses for attending board meetings, supervisory meetings and general meetings of the Company and fees reasonably incurred in the performance of their duties under the Articles of Association by independent non- executive Directors, non-executive Directors and external supervisors are reimbursed as expensed. (2) Decision process for remuneration of Directors, Supervisors and Senior Management: In accordance with the relevant policies and regulations such as the Implementation Rules Of The Remuneration And Assessment Committee Under The Board, any remuneration plan for the Company’s executive Directors proposed by the remuneration and assessment committee shall be agreed on by the Board and then submitted to the general meeting for consideration and approval prior to implementation. Any proposal of remuneration distribution plan for the Senior Management officers of the Company shall be submitted to the Board for approval. The remuneration of independent non-executive Directors, non-executive Directors and external Supervisors of the Company shall be agreed on by the Board and then submitted to the general meeting for consideration and approval prior to implementation. (3) The remuneration and assessment committee, which was set up by the Board according to the resolution of the general meeting, is mainly responsible to formulate the standards of, carry out appraisal in respect of the non- independent Directors and Senior Management of the Company; formulate and examine the remuneration policy and scheme of the non-independent Directors and Senior Management of the Company, and accountable to the Board. 2020 ANNUAL REPORT 109 X Directors, Supervisors and Senior Management and Staff IV. Remuneration of Directors, Supervisors and Senior Management (Cont’d) Remuneration of Directors, Supervisors and Senior Management Unit: RMB’ 0,000 Total remuneration Received before tax remuneration received from related from the parties of the Name Position Gender Age Status Company Company Chen Hongguo Chairman M 56 In office 499.00 No Hu Changqing Vice Chairman M 55 In office 300.00 No Li Xingchun Vice Chairman M 55 In office 480.00 No Li Feng Director, General manager M 47 In office 335.60 No Han Tingde Director M 52 In office 20.00 No Li Chuanxuan Director M 43 In office 20.00 No Sun Jianfei Independent Director M 48 In office 20.00 No Yin Meiqun Independent Director F 50 In office 20.00 No Yang Biao Independent Director M 41 In office 20.00 No Li Kang Supervisor F 39 In office 64.10 No Pan Ailing Supervisor F 56 In office 10.00 No Zhang Hong Supervisor F 56 In office 10.00 No Li Xinggui Supervisor M 56 In office 20.30 No Qiu Lanju Supervisor F 47 In office 64.10 No Li Xueqin Deputy general manager F 55 In office 299.00 No Geng Guanglin Deputy general manager M 47 In office 153.80 No Li Weixian Deputy general manager M 39 In office 299.00 No Li Zhenzhong Deputy general manager M 47 In office 181.20 No Zhao Xuegang Deputy general manager M 48 In office 29.24 No Dong Lianming Financial controller M 46 In office 152.00 No Yuan Xikun Secretary to the Board M 35 In office 70.00 No Chu Hon Leung Hong Kong company secretary M 38 In office 0 No Li Dong Supervisor M 38 Resigned 0 Yes 110 SHANDONG CHENMING PAPER HOLDINGS LIMITED X Directors, Supervisors and Senior Management and Staff IV. Remuneration of Directors, Supervisors and Senior Management (Cont’d) Directors and Senior Management of the Company granted share options as incentives during the reporting period √ Applicable Not applicable Unit: share Exercise price Number of Number of of the shares Number of Number of exercisable shares exercised Market price restricted Number of newly granted Number of shares exercised during the at the end of stocks held unlocked restricted Grant price of restricted during the during the reporting the reporting at the shares during shares during restricted shares held reporting reporting period. period beginning the current the reporting share at the end Name Position period period (RMB/share) (RMB/share) of the period period period (RMB/share) of the period Chen Hongguo Chairman 0 0 0 6.42 0 0 20,000,000 2.85 20,000,000 Hu Changqing Vice-chairman 0 0 0 6.42 0 0 5,000,000 2.85 5,000,000 Li Xingchun Vice-chairman 0 0 0 6.42 0 0 5,000,000 2.85 5,000,000 Li Feng Director, General Manager 0 0 0 6.42 0 0 3,000,000 2.85 3,000,000 Li Xueqin Deputy general manager 0 0 0 6.42 0 0 3,000,000 2.85 3,000,000 Geng Guanglin Deputy general manager 0 0 0 6.42 0 0 2,000,000 2.85 2,000,000 Li Weixian Deputy general manager 0 0 0 6.42 0 0 2,000,000 2.85 2,000,000 Li Zhenzhong Deputy general manager 0 0 0 6.42 0 0 2,000,000 2.85 2,000,000 Dong Lianming Financial controller 0 0 0 6.42 0 0 1,000,000 2.85 1,000,000 Yuan Xikun Secretary to the Board 0 0 0 6.42 0 0 300,000 2.85 300,000 Total 0 0 0 0 43,300,000 43,300,000 Note (if any) Nil 2020 ANNUAL REPORT 111 X Directors, Supervisors and Senior Management and Staff V. Personnel of the Company 1. Number of staff, specialty composition and education level Number of staff at the Company (person) 3,232 Number of staff at major subsidiaries (person) 8,362 Total number of staff (person) 12,752 Total number of staff receiving remuneration during the period (person) 12,752 Number of retired/resigned staff the Company and its major subsidiaries are required to compensate (person) 0 Specialty composition Category of specialty composition Number of people (person) Production staff 8,625 Sales staff 569 Technical staff 657 Financial staff 193 Administrative staff 1,571 Other staff 1,137 Total 12,752 Education level Category of education level Number of people (person) Postgraduate and above 41 Undergraduate 1,083 Post-secondary 2,743 Technical secondary and below 8,885 Total 12,752 112 SHANDONG CHENMING PAPER HOLDINGS LIMITED X Directors, Supervisors and Senior Management and Staff V. Personnel of the Company (Cont’d) 2. Remuneration policies The remuneration of the employees of the Company includes their salaries, bonuses and other fringe benefits. Subject to the relevant laws and regulations, the Company adopts different standards of remuneration for different employees, which are determined based on their position, skill variety, performance etc. with reference to the remuneration level in the labour market, the average level of salary in the society and the corporate reference line set by the government. The Company provides various benefits to the employees, including social insurance, housing allowance and paid leaves etc. 3. Training programmes The Company attached great importance to personnel training and development work, cantered on the corporate spirit of “Learning, Surpass and Leading” and the corporate employment concept of “training, introducing, using and retaining people”, identified talents, cultivated talents, exercised and developed talents in innovative practice, and built a career platform. In 2021, the training management work of the Company will focus on the overall goal of “realising self-driving talent growth”. Through the two starting points of “talent echelon construction” and “training system construction”, the Company will open up talent training and promotion channels; build all levels of talent competency standards, hierarchical and categorised training of talents; organisation of key talents, compiling excellent teaching materials; measures such as building training teams from the four dimensions of selection, training and retention to consolidate the basic skills of training management. The Company also focused on the three teams of “cadres”, “backbone” and “employees” to carry out training and management work, implement rolling reserve echelon training, and focused on building the comprehensive capabilities of cadres; carry out the training of backbone talents in the group departments and focused on improving the ability of production management personnel; focused on job operation skills for employees, prepared job descriptions, formed cases, promoted and copied experience, and effectively improved the training management level of the Company, improved the overall quality of all employees, and promoted the high-quality development of the Company. 4. Labour outsourcing Applicable √ Not applicable 2020 ANNUAL REPORT 113 XI Corporate Governance I. Corporate governance in practice The Company operated in compliance with the requirement of Companies Law ( ), Securities Law ( ), Code of Corporate Governance for Listed Companies ( ), Rules Governing Listing of Stocks on Shenzhen Stock Exchange ( ), the Listing Rules of Hong Kong Stock Exchange and the related requirements as required by CSRC, and continued to improve and optimise its legal person governance structure during the reporting period. The Company also continuously improved its internal control system and proactively carried out management works in relation to investor relations during the reporting period, so as to further improve corporate governance standards and promote the Company’s standardised operations. As of the end of the reporting period, the actual practice of corporate governance complied with the requirements of the regulatory documents issued by the CSRC regarding the governance of listed companies. (I) Shareholders and general meeting The Company had established a corporate governance structure that ensured shareholders’ ability to fully exercise their rights and enjoy equal status. Shareholders enjoyed their rights and undertook corresponding obligations in accordance with the shares held by them. The convening and holding of general meeting of the Company were legal and compliant, and on the premise of guaranteeing the legality and effectiveness of the general meeting, both on-site voting and online voting were provided as channels to participate in such meetings. Where significant matters which had an impact on the interests of minority investors were being considered, the votes by minority investors were counted separately for the convenience of shareholders and for the sake of making public and timely disclosures. At the same time, investors present at the general meeting could communicate with the management of the Company in person, which effectively safeguard the rights and demands of investors to participate in the Company’s management. We ensured that all investors could participate in corporate governance on an equal basis, which effectively safeguarded the legitimate interests of shareholders, especially those of minority shareholders. (II) Controlling shareholder and the listed company During the reporting period, the Company remained independent of its controlling shareholder, beneficial controllers and related parties in terms of its business, assets, finance, personnel and organisations, and complied with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies. The controlling shareholders and beneficial controllers strictly regulated their behaviour, and exercised their rights and performed their obligations in accordance with the laws. The Company had business independence and self-operation capability. The Board, the Supervisory Committee and internal structure can operate independently. (III) Directors and the Board The Board of the Company has a total of 9 Directors, of which 3 are independent Directors. They are professionals with professional knowledge in finance, law, management, etc., ensuring the quality and level of decision-making by the Board. During the reporting period, all of the Directors of the Company were able to earnestly, faithfully, and diligently perform their duties and powers as stipulated in the Articles of Association. The convening and holding of Board meetings were in strict compliance with the Articles of Association and Rules of Procedure of Board Meetings and other relevant provisions. The four special committees under the Board of the Company, namely the Strategic Committee, the Audit Committee, the Nomination Committee and the Remuneration and Assessment Committee, performed their duties normally and provided scientific and professional opinions for the decision-making of the Board. 114 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance I. Corporate governance in practice (Cont’d) (IV) Supervisors and the Supervisory Committee The supervisors of the Supervisory Committee of the Company has a total of 5 supervisors, including 3 shareholder supervisors and 2 employee supervisors. The number and composition of the board of supervisors meet the requirements of laws and regulations. The Supervisory Committee strictly followed the requirement of relevant laws and regulations including the Companies Law, the Articles of Associations and the Rules of Procedure of the Supervisory Committee in fulfilling its duties. In the spirit of being accountable to the shareholders and the Company, the Supervisory Committee independently and effectively exercised its supervision and inspection functions. By attending Board meetings and conducting regular inspections on the legal compliance of the Company’s operations and finance, the Supervisory Committee supervised the decision-making procedures of the Board, resolutions and the legal compliance of the Company’s operations, so as to safeguard the legitimate interests of the Company and the shareholders. (V) Information disclosure The Company strictly enforced the relevant information disclosure regulations and fully fulfilled its information disclosure obligations. The Company disclosed information in a timely and fair manner and ensured that the information disclosed was true, accurate and complete, and did not contain false information, misleading statements or major omissions. During the reporting period, the Company issued a total of more than 170 periodic reports, interim announcements, and related documents through the designated information disclosure media, and a total of 220 periodic reports, interim announcements, and related documents through the website of Hong Kong Stock Exchange, ensuring that all shareholders have fair access to company-related information and have full right to know (VI) About prevention and control of insider information During the reporting period, the Company amended the provisions of the “Registration Management System of Personnel with Insider Information” to strengthen the confidentiality of insider information and improve the registration and management of personnel with insider information. The Directors, Supervisors, Senior Management and other related personnel of the Company were able to strictly observe their confidentiality obligations throughout the preparation of periodic reports, temporary announcements and the planning of major events. There was no case where insiders use inside information to buy and sell company shares before the disclosure of material and sensitive information that affects the stock price of the Company, and there is no case where they are investigated by the regulatory authorities. Any material non-compliance of the regulatory documents on the governance of listed companies issued by the CSRC in respect of actual governance of the Company Yes √ No There was no material non-compliance of the regulatory documents on the governance of listed companies issued by the CSRC in respect of the actual governance of the Company. 2020 ANNUAL REPORT 115 XI Corporate Governance II. Particulars about the independence in terms of businesses, personnel, assets, organisations, and finance from the controlling shareholder The Company was completely separated from the controlling shareholder in terms of business, personnel, assets, organisations and finance. The Company had a comprehensive internal structure, independent and complete businesses as well as the capability of self-operation. 1. In terms of business: the Company had its own R&D, production, procurement and sales system, and was completely independent of controlling shareholder in terms of business. The controlling shareholder and its other subsidiaries were not competitors of the Company in the same industry. 2. In terms of personnel: the Company had an independent workforce, and had established independent departments including the research and development department, production department, administration department, finance department, procurement department and sales department. The Company had also established a comprehensive management system with respect to labour, personnel and salary. Personnel of the Company were independent of the controlling shareholder. The Company’s Chairman was elected at the general meeting, while the general manager, deputy general manager, secretary to the Board, chief financial officer and other senior management members all worked at and received remuneration from the Company. They did not receive remuneration from related companies of the controlling shareholder, nor did they serve at any position therein other than a director or supervisor. The appointment of the Company’s Directors, supervisors and senior management was conducted through legal procedures and in strict compliance with the relevant requirements of Companies Law and the Articles of Association. None of the controlling shareholders interfered with the Company’s Board, or the appointment and dismissal decisions at general meetings. 3. In terms of assets: the title relationship between the Company and the controlling shareholder was clear, and the Company’s funds, assets and other resources were not illegally occupied or dominated by the controlling shareholder. The Company’s assets were complete, and possessed production equipment, auxiliary production equipment, patents and other assets that were in line with its production and operation scope. The Company had complete control and dominance over all assets. 4. In terms of organisations: the Board, Supervisory Committee, management and other internal organisations of the Company operated independently. Each functional department was completely separated from the controlling shareholder in terms of authority, personnel, etc. There was no subordinate relationship between the controlling shareholder and its functional departments, and the Company and its functional departments. The Company’s independence in terms of its production, operation and management was not affected by the controlling shareholder. 5. In terms of finance: the Company had its own finance department, accounting and auditing system and financial management system, and was able to make independent financial decisions, with a standardised financial accounting system and financial management system for subsidiaries. None of the controlling shareholders interfered with the Company’s finance and accounting activities. The Company had a separate account in a commercial bank and there was no sharing of bank accounts with the controlling shareholder. The Company reported on tax return and fulfilled its tax obligations independently in accordance with the law. III. Competition in the industry Applicable √ Not applicable 116 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance IV. Annual general meeting and extraordinary general meeting convened during the reporting period 1. General meetings during the reporting period Attendance rate of Meeting Type of meeting investors Convening date Disclosure date Disclosure index 2020 first extraordinary general Extraordinary general 3.41% 9 March 2020 10 March 2020 http://www.cninfo.com.cn meeting meeting 2020 second extraordinary Extraordinary general 9.03% 15 May 2020 16 May 2020 http://www.cninfo.com.cn general meeting meeting 2020 First Class Meeting for Class Meeting 7.74% 15 May 2020 16 May 2020 http://www.cninfo.com.cn Holders of Domestic-listed Shares 2020 First Class Meeting for Class Meeting 14.94% 15 May 2020 16 May 2020 http://www.cninfo.com.cn Holders of Overseas-listed Shares 2019 annual general meeting Annual general meeting 29.39% 19 June 2020 20 June 2020 http://www.cninfo.com.cn 2020 third extraordinary Extraordinary general 29.89% 27 July 2020 28 July 2020 http://www.cninfo.com.cn general meeting meeting 2020 fourth extraordinary Extraordinary general 29.78% 27 August 2020 28 August 2020 http://www.cninfo.com.cn general meeting meeting 2020 fifth extraordinary Extraordinary general 24.21% 21 December 2020 22 December 2020 http://www.cninfo.com.cn general meeting meeting 2. Extraordinary general meeting requested by holders of the Preference Shares with voting rights restored Applicable √ Not applicable 2020 ANNUAL REPORT 117 XI Corporate Governance V. Performance of Independent Directors during the reporting period 1. Attendance of Independent Directors at Board meetings and general meetings Attendance of Independent Directors at Board meetings and general meetings Number of attendance required for Board Attendance Attendance Absence Absent from meetings during Attendance at at Board at Board from Board meetings Attendance Name of Independent the reporting Board meetings meetings by meetings Board twice in a row at general Directors period in person communication by proxy meetings (in person) meetings Sun Jianfei 14 0 14 0 0 No 0 Yin Meiqun 14 0 14 0 0 No 0 Yang Biao 14 0 14 0 0 No 3 None of the independent Directors was absent from the Board meeting twice in a row. 2. Objections from Independent Directors on related issues of the Company Were there any objections on related issues of the Company from the Independent Directors? Yes √ No There was no objection on related issues of the Company from the Independent Directors during the reporting period. 118 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance V. Performance of Independent Directors during the reporting period (Cont’d) 3. Other details about the performance of duties by the independent Directors Were there any suggestions from the independent Directors adopted by the Company? √ Yes No Explanation on the adoption or non-adoption with related suggestions from the independent Directors During the reporting period, the independent Directors of the Company focused on the operation of the Company and performed their duties strictly in accordance with relevant laws and regulations and the Articles of Association. They provided a lot of valuable professional recommendations on optimising the Company’s system and decision on daily operation. They also issued independent and fair opinion on matters arising during the reporting period which requested opinions from Independent Directors. This helped optimise the supervisory system of the Company, as well as protecting the legal rights of the Company and all shareholders. Publication time Subject matter Opinion 21 February 2020 Independent opinions on Delay in Increase of Shares of the Company by Agreed the Controlling Shareholder 27 March 2020 Independent opinions on the Company’s internal control self-assessment Agreed report, particulars and independent opinions on external guarantees of the Company, independent opinions on determination of remuneration of Directors, Supervisors and senior management for 2019, independent opinions on the use of proceeds by related parties and related party transactions, independent opinions on provision of guarantee for comprehensive credit line of relevant subsidiaries, independent opinions on appointment of the auditor for 2020, independent opinions on corrections of accounting errors and retrospective restatement, independent opinions on expected daily connected transactions for 2020, independent opinions on the re-election of Director, independent opinions on Financial Assistance from a Subsidiary to Its Investee, and independent opinions on provision for impairment of assets for 2019 30 March 2020 Independent opinions on the Implementation of the 2020 Restricted A Agreed Share Incentive Scheme of the Company 29 May 2020 Independent opinions on Matters Relating to Adjustments to the 2020 Agreed Restricted A Share Incentive Scheme, Independent opinions on Grant of Restricted Shares to the Participants 19 June 2020 Independent opinions on the Estimated 2020 Securities Investment Quota Agreed 17 July 2020 Independent opinions on the Capital Increase of the Holding Subsidiary Agreed and the Introduction of Strategic Investors 10 August 2020 Independent opinions on the use of proceeds by controlling shareholders Agreed and other related parties and on external guarantees 29 September 2020 Independent opinions on the Capital Increase and the Introduction of a Agreed Strategic Investor by a Holding Subsidiary 4 December 2020 Independent opinions on the Acquisition of Non-controlling Interest in a Agreed Subsidiary and External Guarantee, Independent opinions on the External Guarantee under the Equity Transfer 23 December 2020 Independent opinions on the capital increase of a subsidiary by Changjiang Agreed Chenming Equity Investment Fund 2020 ANNUAL REPORT 119 XI Corporate Governance VI. Performance of duties by special committees under the Board during the reporting period (I) Audit Committee 1. The following major tasks were completed in 2020: (1) it conducted pre-audit communication with external auditing institution engaged by the Company in respect of the 2019 financial report auditing, reviewed the 2019 auditor’s report and financial report, which were submitted to the Board of the Company for consideration and approval; (2) it conducted research and review on the independence, professional competence, investor protection ability, and practice qualifications of Grant Thornton, and agreed to propose to the Board that Grant Thornton be appointed as the audit agency of the Company for 2020; (3) it reviewed the 2020 first quarter report of the Company as of 31 March 2020, which was submitted to the Board for consideration and approval; (4) it reviewed the 2020 interim financial statements as of 30 June 2020, which were submitted to the Board for consideration and approval; (5) it reviewed the 2020 third quarter report of the Company as of 30 September 2020, which was submitted to the Board for consideration and approval. 2. Auditing work conducted on the 2020 financial report of the Company is as follows: (1) it convened a meeting to review with due consideration the 2020 auditing plan and the related information of the Company with the auditing certified public accountants and the finance department of the Company prior to the on-site audit, and negotiated and determined the schedule of an audit of the 2020 financial statements of the Company with certified accountant of Grant Thornton, which was responsible for the Company’s auditing work during the year; (2) with due consideration, it reviewed the draft of financial statements of the Company prior to an annual onsite audit performed by the auditing certified public accountants and issued its approval to audit; (3) it kept in close contact with the auditor upon the annual on-site audit performed by the auditing certified public accountants and issued a letter to the auditor to urge that they submit the auditor’s report on schedule; (4) it reviewed the financial statements of the Company again upon the issue of preliminary opinion on the annual audit by the auditing certified public accountants appointed for the annual audit, and considered the financial statements of the Company to be true, accurate and complete to reflect the overall position of the Company; (5) it reviewed the 2020 report on internal audit and self-assessment report on internal controls of the Company as of 31 December 2020. 120 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance VI. Performance of duties by special committees under the Board during the reporting period (Cont’d) (II) Remuneration and Assessment Committee The Remuneration and Assessment Committee under the Board of the Company were primarily responsible for formulating the remuneration and assessment for the Directors and the Senior Management of the Company and formulating and examining the remuneration package of the Directors and the Senior Management of the Company, and accountable to the Board. During the reporting period, the Company held two meetings of the Remuneration and Assessment Committee of the Board. The Remuneration and Assessment Committee formulated the 2019 remuneration package of the Directors and the Senior Management of the Company, which was arrived at based on the operation conditions of 2019 and assessment of the Directors and the Senior Management of the Company. The Remuneration and Assessment Committee reviewed the 2020 A-Share Restricted Share Incentive Plan (Draft) and 2020 A-Share Restricted Share Incentive Plan Evaluation and Management Measures and submit them to the Board for consideration. (III) Strategy Committee The Strategy Committee conducted research on major investment decisions of the Company and made recommendations, and inspected and evaluated the implementation of related matters. At the same time, the Strategy Committee actively discussed the Company’s future long-term strategic development plan based on the Company’s industry characteristics and development stage in combination with the Company’s production and operation conditions, providing valuable and constructive opinions for the company’s steady development. On 10 August 2020, the Proposal for the Second Phase of Huanggang Chenming Construction Project was reviewed and approved by the Strategy Committee for the first meeting of the Strategy Committee in 2020 and submitted to the Board for consideration. (IV) Nomination Committee The nomination committee was established under the Board of the Company. Its members were composed of three Directors, of which two were independent Directors; there is one chairman, which is assumed by an independent Directors. The nomination committee is responsible for reviewing and making recommendations on Director candidates, manager candidates and other senior management personnel who need to be appointed by the Board, making recommendations to the Board on the appointment and re-appointment of Directors, and on the skills and knowledge required for Directors to serve on the Board, Experience, background, gender and other characteristics are considered while balancing the diversity of Directors, improving the efficiency of the Board and ensuring the benefits of the diversity of the Board. During the reporting period, the first meeting of 2020 reviewed and approved the “Regarding the by-election The Director’s Proposal” agreed that Li Feng was a candidate for the Ninth Board of Directors and submitted it to the fourth meeting of the Ninth Board of Directors for review and approval. 2020 ANNUAL REPORT 121 XI Corporate Governance VII. Performance of duties by the Supervisory Committee Were there any risks of the Company identified by the Supervisory Committee when performing its duties during the reporting period? Yes √ No None of those issues under the supervision was objected by the Supervisory Committee during the reporting period. VIII. Assessment and incentive mechanism for the Senior Management The senior management of the Company is assessed on monthly and annually basis. Monthly assessments were conducted in line with the direction of the annual major tasks, and were focused on appraisals of two fixed indicators, namely the completion status of each month and the evaluation on important performance indicators. It was carried out monthly by way of cross assessment and supervision among the related departments. The annual assessments were carried out by the Remuneration and Assessment Committee with reference to the results of monthly assessments and overall performances during the year, including the integrated quality of Senior Management and internal training of talents. IX. Internal control 1. Particulars of material deficiencies in internal control detected during the reporting period Yes √ No During the reporting period, no major defects in internal control were found. 2. Self-assessment Report on Internal Controls Date of Disclosure of Assessment Report on Internal Controls 26 March 2021 Index of Assessment Report on Internal Controls Disclosure http://www.cninfo.com.cn Percentage of Total Assets Included in Assessment to Total Assets in Consolidated Financial Statements of the Company 99.40% Percentage of Revenue Included in Assessment to Revenue in Consolidated Financial Statements of the Company 99.60% 122 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance IX. Internal control (Cont’d) 2. Self-assessment Report on Internal Controls (Cont’d) Basis for identifying deficiencies Type Financial reporting Non-financial reporting Qualitative criteria Indicators of material deficiencies in the Indicators of material deficiencies in the internal control of financial reporting include: internal control of non-financial reporting ineffective control environment, material loss include: major failure as a result of the decision to and adverse impact on the Company as a making process; lack of control system or result of misconduct by Directors, Supervisors occurrence of systematic failure in principal and senior management; material misstatement activities and lack of effective compensation of non-exceptional incidents; ineffectiveness in control, high turnover rate of mid to senior level supervision of internal control of the Company management and senior technical staff; failure by the Board, or its delegated authorities, and to address the findings of internal control the internal audit department. assessment, in particular material deficiencies; Indicators of major deficiencies in internal and other factors which impose material control of financial reporting include: failure adverse impact on the Company. Indicators in selecting and applying accounting of major deficiencies in internal control of policies in accordance with generally nonfinancial reporting include: general failure accepted accounting principles; failure to as a result of the decision-making process; establish procedures and control measures deficiencies in major business procedure or to prevent corrupt practices; failure to system; high turnover rate of key staff; failure establish corresponding control mechanism to address the findings of internal control for the accounting of unusual or special assessment, in particular major deficiencies; transactions or failure to implement or set and other factors which impose great adverse up the corresponding compensation control; impact to the Company. Indicators of general failure to reasonably ensure the truthfulness deficiencies in internal control of non-financial and accuracy in the preparation of financial reporting include: low efficiency of decision statement, as a result of one or more making process; deficiencies in general deficiencies in the control of financial reporting business procedure or system; high turnover as of the end of the period. rate of employees; and failure to rectify general General deficiencies: other deficiencies in deficiencies. internal control that do not constitute material or major deficiencies. Quantitative criteria General deficiencies: deviation of less than or General deficiencies: quantitative criterion equal to 0.1% from the target of accounting (financial loss) less than RMB5,000,000; error/the total revenue; Major deficiencies: major deficiencies: quantitative criterion deviation of 0.1% – 0.5% from the target of (financial loss) between RMB5,000,000 accounting error/the total revenue; material and RMB20,000,000; material deficiencies: deficiencies: deviation greater than 0.5% quantitative criterion (financial loss) over from the target of accounting error/the total RMB20,000,000. revenue. Number of material deficiencies in financial reporting: (number) 0 Number of material deficiencies in non-financial reporting: (number) 0 Number of major deficiencies in financial reporting: (number) 0 Number of major deficiencies in non-financial reporting: (number) 0 2020 ANNUAL REPORT 123 XI Corporate Governance X. Auditor’s report on internal control √ Applicable Not applicable Auditor’s opinion contained in the Auditor’s report on internal control We are of the opinion that Shandong Chenming Paper Holdings Limited had in all material aspects maintained effective internal control over the financial statements in accordance with the Basic Internal Control Norms for Enterprises as of 31 December 2020. Disclosure of Auditor’s Report on Internal Control Disclosed Date of Disclosure of Auditor’s report on internal control 26 March 2021 Index of Auditor’s Report on Internal Control Disclosure http://www.cninfo.com.cn Type of Opinion in Auditor’s Report on Internal Control Standard and unqualified opinion Material deficiencies in non-financial reporting No Any opinions of non-standardisation set out in the Auditor’s Report on Internal Control issued by accountants Yes √ No Auditor’s Report on Internal Control issued by accountants was in line with Directors’ opinions contained in Self-assessment Report √ Yes No XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (I) Compliance with the Code on Corporate Governance The Company maintained high standards of corporate governance through various internal controls. The Board reviewed the corporate governance practices of the Company from time to time to enhance the corporate governance standards of the Company. Save for the details set out in III Board, IV Chairman and General Manager and XVII Communications with shareholders in this section, the Company had fully complied with all the principles and code provisions of the Code on Corporate Governance as set out in Appendix 14 to the Hong Kong Listing Rules during the reporting period. (II) Securities transactions by Directors The Directors of the Company confirmed that the Company had adopted the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix 10 to the Hong Kong Listing Rules. Having made adequate enquiries with all Directors and Supervisors of the Company, the Company was not aware of any information that reasonably suggested that the Directors and Supervisors had not complied with the requirements as stipulated in this code during the reporting period. 124 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (III) Board The members of the Board of the Company are elected at the general meeting and held accountable to the general meeting, and shall exercise the following functions and powers: (1) to be responsible for convening the general meeting and to report on its work to the general meeting; (2) to carry out the resolutions of general meetings; (3) to decide on the business plans and investment proposals of the Company; (4) to formulate the proposed annual financial budget and final accounts of the Company; (5) to formulate the plan for profit distribution and the plan making up losses of the Company; (6) to formulate plans for the increase or reduction in the registered capital of the Company and for the issue and listing of Company’s debentures or other securities; (7) to draft plans for material acquisition and repurchase of the Company’s own shares; (8) to draft plans for the merger, division or dissolution or the change of formation of the Company; (9) to decide on external investment, acquisition and disposal of assets, pledge of assets, matter in relation to external guarantee, entrusted wealth management, connected transactions, etc. within the scope of mandate of the general meeting; (10) to decide on the establishment of the Company’s internal management organisation; (11) to employ or dismiss the manager or secretary to the Board of the Company; to employ or dismiss the Senior Management, such as the deputy general manager(s) and personnel in charge of financial affairs, as proposed by the general manager; and to decide on their remuneration and rewards and punishments; (12) to formulate the basic management system of the Company; (13) to formulate proposals for amending the Articles of Association; (14) to administrate matter related to information disclosure of the Company; (15) to propose to the general meeting for the engagement or replacement of accounting firm performing audit for the Company; (16) to review work reports from managers of the Company and to inspect on their work; (17) to exercise the functions and powers as conferred upon by the Articles of Association or the general meeting. The Board comprised four executive Directors: Chen Hongguo (Chairman), Hu Changqing, Li Xingchun and Li Feng; two non-executive Directors: Han Tingde and Li Chuanxuan; and three independent non-executive Directors: Sun Jianfei, Yin Meiqun and Yang Biao. Please refer to section X of this annual report for their brief biographies. The Board is responsible for leading and monitoring the Company, and is wholly responsible for the administration and supervision of the Company’s businesses to facilitate its success. The Executive Director or the senior management is authorised to be responsible for the various divisions and functions and management of the processing. Directors of the Company shall act objectively and make decisions in the interests of the Company. The management and senior management of the Company held regular meetings with the Board to discuss the ordinary business operations and performance of the Company, and carried out the relevant decisions of the Board. The Company will arrange independent legal advice upon the request from the Directors or any committees of the Board, if the Board or any committees of the Board consider it necessary to seek for independent professional advice. Pursuant to Code A.1.8 of the code provisions, the Company should arrange appropriate insurance cover in respect of legal action against its Directors. As at the date of this report, the Company has not reached an agreement with the original insurance company, and therefore has not arranged relevant insurance cover for Directors. However, the Company is currently under negotiation with another insurance Company with respect to director liability insurance in 2021. 2020 ANNUAL REPORT 125 XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (III) Board (Cont’d) During the reporting period, the Board held 14 meetings, 4 of which were regular meetings and 10 were extraordinary meetings. None of the Directors were absent from any Board meetings. Attendance at the relevant meetings (attention required/attended) Remuneration Audit Nomination and assessment Strategic Board committee committee committee committee General Name Position meetings meetings meetings meetings meetings meetings I. Executive Directors Chen Hongguo Chairman 14/14 N/A 1/1 N/A 1/1 8/0 Hu Changqing Vice Chairman 14/14 N/A N/A N/A 1/1 8/8 Li Xingchun Vice Chairman 14/14 N/A N/A 2/2 N/A 8/0 Li Feng Executive Director 8/8 N/A N/A N/A N/A 3/3 II. Non-executive Directors Li Chuanxuan Director 14/14 4/4 N/A N/A N/A 8/1 Han Tingde Director 14/14 N/A N/A N/A N/A 8/1 III. Independent non-executive Directors Sun Jianfei Independent Director 14/14 4/4 1/1 2/2 N/A 8/0 Yin Meiqun Independent Director 14/14 4/4 1/1 N/A N/A 8/0 Yang Biao Independent Director 14/14 N/A N/A 2/2 1/1 8/3 Save for those disclosed in the brief profile of Directors of the Company in this Report, none of the members of the Board had any financial, business, family relations or material connections with each other. The Board held 4 regular meetings during the year, each by giving a 10-day notice in advance to ensure that all Directors could participate in discussions of matters in the agenda. Reasonable prior notification was given for the other meetings of the Board to ensure all Directors could take time to attend. All Directors had access to opinions and services of the secretary to the Board to ensure the procedures governing the Board and all applicable regulations and rules were complied with. 126 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (III) Board (Cont’d) Directors’ training and professional development All newly appointed Directors are provided with necessary orientation information, with an aim to ensure that they will have a better understanding of operations and business of the Company as well as relevant laws and regulations and obligations under the Listing Rules. Directors and Supervisors of the Company were arranged by the Company to attend training courses 2020 for directors and supervisors held by China Securities Regulatory Commission, Shandong; and, briefing paper in respect of amendments to Hong Kong Listing Rules prepared by Advisor to Hong Kong Law of the Company was distributed to all Directors and Supervisors, the above of which were to ensure all Directors and Supervisors to comply with relevant laws and sound corporate governance practice, and enhance their awareness of sound corporate governance practice. (IV) Chairman and General Manage The chairman of the Company is Mr. Chen Hongguo, and the general manager of the Company is Mr. Li Feng. Please refer to section X of this annual report for his brief biographies. According to the Articles of Association of the Company, the chairman shall exercise the following powers: (1) presiding over general meetings, and convening and presiding over Board meetings; (2) supervising and inspecting the implementation of the resolutions of the Board; (3) signing the shares, the securities and bonds issued by the Company; (4) signing important documents of the Board and other documents which are required to be signed by legal representative of the Company; (5) performing the powers of a legal representative; (6) nominating candidates for general manager for the Board; (7) exercising the special right to operate the Company in accordance with the laws and acting for the benefits of the Company in the event of emergency situation as a result of act of God or natural disaster, and reporting to the Board meetings and general meeting afterwards; and (8) exercising other powers authorised by the Board. The general manager shall exercise the following powers: (1) in charge of the operation and management of the Company, and organising the implementation of the resolutions of the Board; (2) organising the implementation of the Company’s annual business plans and investment plans; (3) drafting plans for the establishment of the internal organisational structure of the Company; (4) drafting the basic management system of the Company; (5) formulating specific rules and regulations for the Company; (6) proposing the appointment or dismissal of the deputy general manager and chief financial officer; (7) appointing or dismissing management personnel other than those required to be appointed or dismissed by the Board; (8) proposing the wages, welfare, rewards, and penalties of staff and to decide the appointment or dismissal of staff of the Company; (9) proposing the convening of extraordinary meeting of the Board; and (10) exercising other powers conferred by the Articles of Association of the Company and the Board. 2020 ANNUAL REPORT 127 XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (V) Independent Non-executive Directors There are three independent non-executive Directors in the Board, which is in compliance with the minimum requirement of the number of independent non-executive directors set out in the Hong Kong Listing Rules. Yin Meiqun and Sun Jianfe, the independent non-executive Directors of the Company, have appropriate accounting or related financial management expertise, which is compliance with the requirement of Rule 3.10 of the Hong Kong Listing Rules. Please refer to section X of this annual report for their brief biographies. The Company has received from each of the independent non-executive Directors a confirmation of independence for the year pursuant to Rule 3.13 of the Hong Kong Listing Rules and considered all of the independent non-executive Directors to be independent during the year. (VI) Terms of Directors According to the Articles of Association of the Company, all Directors, including non-executive Directors, are elected at general meetings with a term of three years from June 2019 to June 2022. They may be re-elected for another term upon expiry of tenure. (VII) Directors’ Responsibility for the Financial Statements The Directors acknowledged their responsibility to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company. The Directors believed that the Company had adopted and applied consistently appropriate accounting policies in preparing the financial statements in compliance with all related accounting standards. (VIII) Board Committees Pursuant to Code on Corporate Governance, the Board has established four committees, namely, Audit Committee, Remuneration and Assessment Committee, Strategic Committee and Nomination Committee, for overseeing particular aspects of the Company’s affairs. Each Board Committee has its own defined written terms of reference. The written terms of reference of each Board Committee are published on websites of stock exchange and the Company. Save for requirements of Code on Corporate Governance, the Company also set up Strategic Committee, for overseeing and studying long-term strategic development plan of the Company and making recommendations. 128 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (IX) Audit Committee The Audit Committee of the Company comprises three members, including Yin Meiqun (as the chairman), Li Chuanxuan and Sun Jianfei. Two of them, including the chairman, are independent non-executive Directors. The primary duties of the Audit Committee are serving as a communication media between internal and external audit and the related review and supervision. Yin Meiqun and Sun Jianfei have appropriate professional qualifications or appropriate accounting or related financial management expertise, which is in compliance with the requirement of the Hong Kong Listing Rules. The primary duties of the Audit Committee of the Company are: (1) proposing the appointment or dismissal of the external auditor; (2) supervising the internal control system of the Company and its implementation; (3) serving as a communication media between internal and external audit; (4) auditing the financial information of the Company and its disclosures; (5) reviewing the financial control, risk control and internal control system of the Company and audit the significant connected transactions; (6) discussing the risk management and internal control system with the management to ensure the management has performed its duties to establish effective systems. The discussion should include the adequacy of resources, staff qualifications and experience, training programs and budget of the accounting and financial reporting functions of the Company; (7) studying the major investigation findings on risk management and internal control matters on its own initiative or as delegated by the Board and the management’s response to these findings; (8) where the annual report includes statements in relation to the risk management and internal control system of the Company, reviewing such statements prior to submission to the Board for approval; and (9) dealing with other matters as delegated by the Board. The Audit Committee discussed with the management of the Company the accounting standards and practices adopted by the Group and discussed and reviewed this report, including the review of the financial statements of the Group for the year ended 31 December 2020 prepared in accordance with China Accounting Standards for Business Enterprises. Particulars of the meetings held by the Audit Committee during the reporting period were detailed in part VI of this section. Risk Management and Internal Control The Board is responsible for the risk management and internal control systems and reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable but not absolute assurance against material misstatement or loss. The Audit Committee (on behalf of the Board) oversees management in the design, implementation and monitoring of the risk management and internal control systems, and the management has provided confirmation to the Audit Committee (and the Board) on the effectiveness of these systems for the year ended 31 December 2020. In respect of internal control system, procedures have been designed for safeguarding assets against unauthorised use or disposition, ensuring the maintenance of proper accounting records for the provision of reliable financial information for internal use or for publication, and ensuring compliance of applicable laws, rules and regulations. 2020 ANNUAL REPORT 129 XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (X) Remuneration and Assessment Committee The Remuneration and Assessment Committee of the Company comprises three members, including Yang Biao, the Chairman, and other members, namely Li Xingchun and Sun Jianfei. Two members, including the Chairman, are independent non-executive Directors, which is in compliance with Code on Corporate Governance Practices. The Remuneration and Assessment Committee is primarily responsible for formulating the criteria of appraisal of the Directors and managers and conducting the appraisal, and studying and formulating the remuneration policy and package of the Directors and the Senior Management of the Company. The Remuneration and Assessment Committee is accountable to the Board. The primary duties of the Remuneration and Assessment Committee of the Company are: (1) formulating the remuneration plan or package based on the major scope of work, duties and importance of the Directors and the management and the remuneration level of other counterparts; (2) formulating the remuneration plan or package which mainly includes but not limited to standards, procedures and a system for performance appraisals as well as major plans and a system for rewards and sanctions; (3) examining the performance of the Directors, excluding the independent non-executive Directors, and the Senior Management and conduct annual performance appraisals for them; (4) supervising the implementation of the remuneration policy of the Company; and (5) dealing with other matters as delegated by the Board. Particulars of the meetings held by the Remuneration and Assessment Committee during the reporting period are detailed in part VI of this section. (XI) Nomination Committee The Nomination Committee of the Company comprises three members, including Sun Jianfei (as the chairman), Chen Hongguo and Yin Meiqun. Two of them, including the chairman, are independent non-executive Directors, which is in compliance with Code on Corporate Governance Practices. The Nomination Committee is primarily responsible for selecting candidates for directors and the management of the Company, determining the selection criteria and procedure and making recommendations. The primary duties of the Nomination Committee are (1) advising the Board on the size and composition of the Board in light of the Company’s operating activities, asset scale and shareholding structure; (2) studying the selection criteria and procedure for Directors and the management and advising the Board on the same; (3) extensively identifying qualified candidates for Directors and the management; (4) examining candidates for Director and the management and advising on the same; (5) examining other Senior Management staff pending referral to the Board for decision on their employment and advising on the same; (6) advising to the Board on appointment and re-appointment of directors and on skills, knowledge, experience, background, gender and other characteristics required in serving as a director taking into consideration diversity, balance and efficiency of the Board and benefits thereto; (7) reviewing the Board diversity policy, revising thereon in a timely manner and making relevant disclosure in the corporate governance report in the corresponding annual report; and (8) dealing with other matters as delegated by the Board. 130 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (XI) Nomination Committee (Cont’d) During the reporting period, the Nomination Committee, after studying the needs of the Company for new Directors and managerial personnel and taking into consideration the Board diversity policy, identified suitable candidates for Director and managerial positions through various channels (including from the Group internally and from the human resources market). Upon acceptance of nomination by the nominated person, the Nomination Committee performed qualification review on preliminary candidates by holding meetings, review criteria include the academic qualifications, relevant experience and specialised skills of the preliminary candidates. One to two months prior to election of new Directors, the Nomination Committee submitted recommendations and relevant materials of the directorial candidates to the Board; prior to engaging new Senior Management, the Nomination Committee submitted recommendations and relevant materials of the new Senior Management personnel to the Board. Particulars of the meetings held by the Nomination Committee during the reporting period are detailed in part VI of this section. (XII) Strategic Committee The Company set up a Strategic Committee which comprised three members, including Chen Hongguo, the Chairman, and other members, namely, Hu Changqing and Yang Biao. The Strategic Committee is primarily responsible for studying the long term strategic development and major investments of the Company and making recommendations. The primary duties of the Strategic Committee are (1) conducting research and submitting proposals regarding the long term development strategic plan; (2) conducting research and submitting proposals regarding the financing plans for major investments which require approval from the Board as stipulated in the Articles of Association of the Company; (3) conducting research and submitting proposals regarding major capital operations and assets operation projects which require approval from the Board as stipulated in the Articles of Association of the Company; (4) conducting research and submitting proposals regarding other material matters that may affect the development of the Company; (5) carrying out examination on the implementation of the above matters; (6) dealing with other matters as delegated by the Board. Particulars of the meetings held by the Strategic Committee during the reporting period are detailed in part VI of this section. (XIII) Auditor On 19 June 2020, the 2019 general meeting of the Company approved a resolution to engage Grant Thornton (Special General Partnership) as the domestic auditor of the Company for 2020 and be responsible for domestic auditing of the Company for 2020. (XIV) Remuneration for the Auditor The financial statements for 2020 prepared in accordance with Accounting Standards for Business Enterprises by the Group were audited by Grant Thornton (Special General Partnership). The Company paid the auditor in aggregate RMB2,500,000 and RMB800,000 in respect of financial statements audit and non-audit services in relation to internal control for 2020 respectively. Grant Thornton (Special General Partnership) has stated their reporting responsibilities on the financial statements of the Group in XIII. Financial Report. 2020 ANNUAL REPORT 131 XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (XV) Supervisors and Supervisory Committee The Supervisory Committee is accountable to the shareholders. It monitors the financial position of the Company and the performance of the Directors, managers and Senior Management of the Company as to whether they are in accordance with relevant requirements of the laws and regulations to protect the lawful rights of the Company and the shareholders. The Supervisory Committee comprises three shareholder representatives and two staff representatives. The shareholder representatives shall be elected and removed at a general meeting and the staff representatives shall be elected and removed democratically by the staff of the Company. Details of the work of the Supervisory Committee during the reporting period are set forth in part VII of this section. (XVI) Company Secretary During the year, the company secretary confirmed that he has received relevant professional training for not less than 15 hours in accordance with Rule 3.29 of the Listing Rules. (XVII)Communications with Shareholders The Company considers effective communication with Shareholders is essential to enable them to have a clear assessment of the Group’s performance as well as accountability of the Board. Principal means of communication with Shareholders of the Company are as follows: Information disclosure on the Company’s website The Company endeavours to disclose all material information about the Group to all interested parties as widely and timely as possible. The Company maintains its website at www.chenmingpaper.com where important information about the Group’s activities and corporate matters such as annual reports and interim reports to Shareholders, announcements, business development and operations, corporate governance practices and other information are available for review by Shareholders and other stakeholders. When announcements are made through the Stock Exchange, the same information will be made available on the Company’s website. General meetings The Company’s annual general meeting provides a useful platform for direct communication between the Board and Shareholders. Various resolutions are proposed on each substantially separate issue at the general meetings. Save for the annual general meeting held on 19 June 2020 by the Company, five extraordinary general meetings, 1 Class Meeting for Holders of Domestically listed Shares and 1 Class Meeting for Holders of Overseas-listed Shares were convened in 2020. The attendance record of Directors at each general meeting is set out below: Name Directors attending general meetings in person 2020 first extraordinary general meeting Hu Changqing 2020 second extraordinary general meeting Hu Changqing, Yang Biao 2020 First Class Meeting for Holders of Domestic-listed Shares Hu Changqing, Yang Biao 2020 First Class Meeting for Holders of Overseas-listed Shares Hu Changqing, Yang Biao 2019 annual general meeting Hu Changqing, Li Chuanxuan, Han Tingde 2020 third extraordinary general meeting Hu Changqing, Li Feng 2020 fourth extraordinary general meeting Hu Changqing, Li Feng 2020 fifth extraordinary general meeting Hu Changqing, Li Feng 132 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (XVII)Communications with Shareholders (Cont’d) General meetings (Cont’d) The Company’s external auditor also attended the Annual General Meeting. Code E.1.2 of the code provisions – This code provision requires the chairman to invite the chairmen of the audit, remuneration and nomination committees to attend the Annual General Meeting. Mr. Chen Hongguo, the chairman of the Company and its strategy committee, was absent from the annual general meeting due to business commitments. Code A.6.7 of the code provisions – This code provision requires independent non-executive Directors and other non-executive Directors, as equal board members, should give the Board and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. They should also attend general meetings and develop a balanced understanding of the views of shareholders. Han Tingde, Li Chuanxuan, Sun Jianfei, Yin Meiqun and Yang Biao were absent from the 2020 first extraordinary general meeting due to business commitments. Han Tingde, Li Chuanxuan, Sun Jianfei and Yin Meiqun were absent from the 2020 second extraordinary general meeting, 2020 First Class Meeting for Holders of Domestic-listed Shares and 2020 First Class Meeting for Holders of Overseas-listed Shares due to business commitments. Sun Jianfei, Yin Meiqun and Yang Biao were absent from the 2019 annual general meeting due to business commitments. Han Tingde, Li Chuanxuan, Sun Jianfei, Yin Meiqun and Yang Biao were absent from the 2020 third extraordinary general meeting, 2020 fourth extraordinary general meeting and 2020 fifth extraordinary general meeting due to business commitments. Voting by poll Resolutions put to vote at the general meetings of the Company are taken by poll. Procedures regarding the conduct of the poll are explained to the shareholders at the commencement of each general meeting, and questions from shareholders regarding the voting procedures are answered. The poll results are posted on the websites of the Stock Exchange and the Company respectively on the same day. 2020 ANNUAL REPORT 133 XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (XVII)Communications with Shareholders (Cont’d) Shareholders’ right 1. Procedures for convening an extraordinary general meeting by Shareholder Pursuant to Article 100 of the Articles of Association of the Company, Shareholder(s) alone or in aggregate holding 10% or more of the Company’s shares shall be entitled to request the Board to convene extraordinary general meetings, provided that such request shall be made in writing. The Board shall, in accordance with provisions of the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same. In the event that the Board agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after the passing of the relevant resolution of the Board. Any changes in the original request made in the notice shall require prior approval of Shareholders concerned. In the event that the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, Shareholder(s) alone or in aggregate holding 10% or more of the Company’s Shares shall be entitled to propose to the Supervisory Committee the convening of extraordinary general meeting, provided that such proposal shall be made in writing. In the event that the Supervisory Committee agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after receiving such request. Any changes in the original request made in the notice shall require prior approval of Shareholders concerned. Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period shall be deemed as failure of the Supervisory Committee to convene and preside over a general meeting, and Shareholder(s) alone or in aggregate holding 10% or more of the Company’s shares for ninety consecutive days or more shall be entitled to convene and preside over the meeting on a unilateral basis. Pursuant to Article 101 of the Articles of Association of the Company, if Shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board and file the same with the local office of CSRC at the place where the Company is located and the stock exchange for records. The shareholding percentage of shareholders who convened shall not be lower than 10% prior to the announcement of resolutions of the general meeting. Shareholders who convened shall submit relevant certifications to the local office of CSRC at the place where the Company is located and the stock exchange upon the issuance of the notice of general meeting and the announcement of resolutions of the general meeting. The Board and its secretary shall cooperate with respect to matters relating to general meetings convened by Shareholders on their own. The Board shall provide Shareholder registers as of the date of shareholding register. If a general meeting is convened by shareholders on their own, all necessary expenses incurred shall be borne by the Company. 134 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (XVII)Communications with Shareholders (Cont’d) Shareholders’ right (Cont’d) 2. Procedures for sending shareholders’ enquiries to the Board Shareholders may at any time send their enquiries and concerns to the Board of the Company in writing through the Company Secretary/Secretary to the Board whose contact details are as follows: Secretary to the Board Hong Kong Company Secretary Name Yuan Xikun Chu Hon Leung Address No. 2199 East Nongsheng Road, 22/F, Universal Building, Central, Hong Kong Shouguang City, Shandong Province Telephone (86)-0536-2158008 +852-21629600 Facsimile (86)-0536-2158977 +852-25010028 Email chenmmingpaper@163.com liamchu@li-partners.com The Company Secretary and the secretary to the Board shall forward shareholders’ enquiries and concerns to the Board and/or relevant Board Committees of the Company, where appropriate, to answer shareholders’ questions. 3. Procedures for putting forward proposals of Shareholders at general meetings Pursuant to Article 111 of the Articles of Association of the Company, shareholders individually or jointly holding over 3% of the total shares of the Company with voting right are entitled to propose motions to the Company. Shareholders individually or jointly holding over 3% of the total shares of the Company with voting right may submit extraordinary motions to the Board or the secretary to the Board ten working days before the convening of the General Meeting. The Board or the secretary to the Board shall issue supplementary notice of the General Meeting to announce the extraordinary motions within two working days after receiving the proposed motions. Save for provided above, the Board or Secretary to the Board shall not amend proposals stated in the notice of general meeting or add new proposals therein following the notice of general meeting has been issued. No voting or resolution shall be effected or adopted at the general meeting for proposals that have not been stated in the notice of general meeting or that do not comply with provisions of the Articles of Association. Extraordinary general meeting shall not resolve issues that are not contained in the notice. Relationships with investors The Company recognises its responsibility to explain its activities to those with a legitimate interest and to respond to their questions. Investors are received and visited at appropriate times to explain the Group’s business. In addition, questions received from the general public and individual shareholders are answered promptly. In all cases, great care is taken to ensure that no price-sensitive information is disclosed selectively. (XVIII) Internal Control For details of internal control of the Company, please refer to IX. Internal Control hereunder. 2020 ANNUAL REPORT 135 XI Corporate Governance XI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Cont’d) (XIX) Articles of Association On 3 December 2019, the Company amended the Articles of Association. The amendments were primarily relating to the time for convening general meetings. Memorandum of Association and the amended version of the new Articles of Association of the Company are available on websites of the Company and Stock Exchange. (XX) Board Diversity On 21 August 2013, the Company formulated policies to diversify Board members and amended the implementing rules of the nomination committee. Pursuant to the new policies, the nomination committee shall regularly review the Board diversity policy to improve efficiency and ensure interest thereof. Such policies are summarised as follows: The Company recognises and embraces the benefits of having a diverse Board, and sees diversity at Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the talents, skills, regional and industry experience, backgrounds, genders and other qualities of the members of the Board. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. All appointments of the members of the Board are made on merit, and in the context of the talents, skills and experience of the Board as a whole. The Nomination Committee of the Company reviews and assesses the composition of the Board and makes recommendations to the Board on appointment of new directors of the Company. The Nomination Committee also oversees the conduct of the annual review of the effectiveness of the Board. In reviewing and assessing the composition of the Board, the Nomination Committee will consider the benefits of all aspects of diversity, including without limitation those described above, in order to maintain an appropriate range and balance of talents, skills, experience and backgrounds on the Board. In recommending candidates for appointment to the Board, the Nomination Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board. The composition of the Board of the Company is basically diversified. For details, please refer to (III) Composition of the Board under section XI. (XXI) Dividend policy Based on the total ordinary share capital of 2,984,208,200 shares and the 589,005,236 simulated ordinary shares converted from the second and third tranche of Preference Shares using a conversion ratio of 1 share valued at RMB3.82 as at the end of 2020, a cash dividend of RMB1.85 (tax inclusive) per 10 shares will be distributed to ordinary shareholders; a cash dividend of RMB1.85 (tax inclusive) per 10 simulated ordinary shares converted from the Preference Shares will be distributed to holders of the second and third tranche of Preference Shares. No bonus shares will be issued and there is no increase of share capital from reserves. A cash dividend of RMB552,078,517.00 will be distributed to holders of ordinary shares and a variable cash dividend of RMB108,965,968.66 will be distributed to holders of the second and third tranche of Preference Shares. In other words, a cash dividend of RMB4.84 (tax inclusive) per Preference Share with a nominal value of RMB100 each will be distributed to holders of the second and third tranche of Preference Shares. If the total share capital of the company changes before the date of the equity registration for the implementation of the equity distribution, it is proposed to maintain the total distribution unchanged and adjust the distribution ratio per share accordingly. 136 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Corporate Bonds Are there any corporate bonds offered to the public and listed on stock exchanges which do not become due as at the date of approval of annual report or overdue but not fully settled? Yes I. Basic information on Corporate Bonds Outstanding amount of the bonds Name of bond Bond abbreviation Bond code Issue date Maturity date (RMB’0,000) Interest rate Payment method The public issuance of the 17 Chenming 112570 17 August 21 August 9,000 7.28% Interest is paid annually. The principal Corporate Bonds of Shandong Bond 01 2017 2022 amount and the last interest payment Chenming Paper Holdings will be paid on the maturity date. Limited to qualified investors in 2017 (phase I) The public issuance of the 18 Chenming 112641 29 March 2 April 35,000 7.60% Interest is paid annually. The principal Corporate Bonds of Shandong Bond 01 2018 2023 amount and the last interest payment Chenming Paper Holdings will be paid on the maturity date. Limited to qualified investors in 2018 (phase I) Stock exchange on which Shenzhen Stock Exchange Corporate Bonds are listed or transferred Investor eligibility arrangement Online subscription: Public investors with A share security account opened under China Securities Depository and Clearing Co., Ltd. Offline subscription: Institutional investors with A share security account opened under China Securities Depository and Clearing Co., Ltd. Interest payment of Corporate The payment of interest on the bonds of 17 Chenming Bond 01 was completed on 21 August 2020. For details, please refer to the Bonds during the reporting Announcement on Payment of 2020 Interest with Respect to the First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in period 2017 as disclosed on 19 August 2020. The payment of principal and interest for the bond repurchase portion of 18 Chenming Bond 01 was completed on 2 April 2019, and the resale of the bonds was completed during the reporting period. The number of the resale was 3,500,000, and the average resale price was RMB100 each. For details, please refer to the relevant announcements as disclosed on 19 February, 21 February, 25 February, 28 February, 31 March, 30 April and 1 June 2020. Performance of relevant terms Both 17 Chenming Bond 01 and 18 Chenming Bond 01 attach with options for the issuer to adjust the coupon rate and for investors to during the reporting period, resell. The issuer has the right to determine the adjustment to the coupon rate for the following 3 years at the end of the second year for special terms such as and the adjustment to the coupon rate for the following year as the end of the fourth year. After issuing the announcement on whether issuer or investor option and the coupon rate of the relevant tranche of bonds will be adjusted and the range of adjustment, the investors have the right to register for interchangeable for Corporate reselling during the period as announced to resell all or part of the relevant tranche of bonds held to the issuer at par value. Bonds (if any). 2020 ANNUAL REPORT 137 XII Corporate Bonds II. Information on bond custodian and credit rating agency Bond custodian: Name GF Securities Co., Ltd. Office address 37th Floor, Taikang Contact person Xu Duwei Telephone of 021-38003800- Insurance Building, No. contact person 3700 429 Nanquan North Road, Pudong New Area, Shanghai Credit rating agency(ies) which conducted rating on Corporate Bonds during the reporting period: Name China Chengxin Securities Rating Co., Ltd. Office address Building 6, Yinhe Soho, No. 2 Nanzhugan Hutong, Chaoyangmennei Street, Dongcheng District, Beijing Reason of change, procedures to be performed and impacts on interests of investors, etc. in case No change during the reporting period. the bond trustee and credit rating agency engaged by the Company during the reporting period have changed (if applicable) III. Use of proceeds from Corporate Bonds Use of proceeds from Corporate Bonds and its The use of proceeds from issuance of Corporate Bonds has strictly implementation completed relevant application and approval procedures. As at the end of the reporting period, the proceeds from 17 Chenming Bond 01 and 18 Chenming Bond 01 were fully used. Balance as at the end of the year (RMB’ 0,000) 0 Operation of special account for proceeds Special account for proceeds is used for the deposit of special capital from bonds. Is the use of proceeds consistent with the use of Consistent proceeds guaranteed under the prospectus, proposed use of proceeds and other agreement IV. Credit rating of Corporate Bonds On May 26, 2020 China Chengxin International Credit Rating Co., Ltd. (China Chengxin International) issued the “Follow-up Rating Report” (2020) with Respect to the First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in 2017”. The credit rating of the company’s “17 Chenming Bond 01” is AA+, and the main credit rating of the company is AA+, and the rating outlook is stable. For details, please refer to the company’s announcement dated 28 May 2020 on Juchao Information Network. On 26 May 2020, China Chengxin International issued the “Follow-up Rating Report” (2020) with Respect to the First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in 2018”, which assessed the Company’s “18 Chenming Bond 01” credit rating as AA+. The main credit rating of the Company is AA+, and the rating outlook is stable. For details, please refer to the announcement of the Company dated 28 May 2020 on Juchao Information Network. 138 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Corporate Bonds IV. Credit rating of Corporate Bonds (Cont’d) On 3 July 2020, China Chengxin International issued the “Announcement on Putting Shandong Chenming Paper Group Co., Ltd. Main Body and Related Debt Credit Ratings on the Watch List for Possible Downgrades”, and decided to set the company’s AA+ main credit rating and the AA+ credit ratings of “17 Chenming Bond 01” and “18 Chenming Bond 01” are included on the watch list for possible downgrade. For details, please refer to the announcement of the Company dated 9 July 2020 on Juchao Information Network. On 30 December 2020, China Chengxin International issued the “Announcement on Removing the Credit Rating of Shandong Chenming Paper Group Co., Ltd. and Related Debts from the Watch List of Possible Downgrades and Adjusting the Rating Outlook to Negative” and decided to maintain it The company’s subject credit rating is AA+, and the credit ratings of “17 Chenming Bond 01” and “18 Chenming Bond 01” are maintained at AA+. The credit ratings of the above entities and related debts are removed from the watch list for possible downgrade, and the rating outlook is adjusted to negative. For details, please refer to the announcement of the Company dated 31 December 2020 on Juchao Information Network. V. Credit enhancement mechanism, repayment plan and other repayment guarantee measures for Corporate Bonds There was no change in credit enhancement mechanism, repayment plan and other repayment guarantee measures, which were consistent with relevant commitments as set out in the prospectuses, during the reporting period. VI. Convening of meeting for bondholders during the reporting period During the reporting period, no meeting for bondholders was held. VII. Performance of bond custodian during the reporting period As the trustee of “17 Chenming Bond 01” and “18 Chenming Bond 01”, GF Securities Co., Ltd. continued to pay close attention to matters that have a significant impact on the rights and interests of bondholders, actively performed the duties of the trustee and safeguard the legal rights and interests of bondholders.. On 19 June 2020, GF Securities Co., Ltd. issued the “Interim Report on the Entrusted Management of Major Issues of Corporate Bonds”; on 24 June 2020, GF Securities Co., Ltd. issued the “Fiduciary Management Affairs Annual Report (2019) with Respect to the First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in 2017”, “Fiduciary Management Affairs Annual Report (2019) with Respect to the First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in 2018”. For details, please refer to the announcement of the Company dated on the same day on Juchao Information. 2020 ANNUAL REPORT 139 XII Corporate Bonds VIII. Major accounting data and financial indicators of the Company over the past two years as at the end of the reporting period Unit: RMB’ 0,000 Year-on-year increase/decrease Item 2020 2019 in percentage EBITDA 681,034.08 689,484.08 -1.23% Current ratio 70.29% 85.30% -15.01% Gearing ratio 71.83% 73.11% -1.28% Quick ratio 60.23% 76.24% -16.01% Proportion of EBITDA to total debts 12.22% 11.32% 0.90% Interest coverage ratio 1.96 1.70 15.29% Cash interest coverage ratio 4.71 4.56 3.29% EBITDA interest coverage ratio 3.02 2.34 29.06% Loans payment ratio 100.00% 100.00% 0 Interest payment ratio 100.00% 100.00% 0 Major reason for more than 30% in year-on-year change for the above accounting data and financial indicators Applicable √ Not applicable IX. Interest payment on other bonds, debt and financing instruments during the reporting period Unit: RMB Amount of Item interest payment Corporate Bonds 1,036,089,112.24 Super & short-term commercial papers 384,100,500.00 Total 1,420,189,612.24 140 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Corporate Bonds X. Bank credit obtained, its use and repayment of bank loans during the reporting period During the reporting period, the Company obtained bank credit of RMB83,165 million, of which RMB44,270 million was utilised with RMB38,895 million outstanding. The Company repaid bank loans of RMB30,646 million. XI. Performance of relevant agreements or commitments under the prospectus of Corporate Bonds during the reporting period Nil XII. Matters of significance during the reporting period On 3 July 2020, China Chengxin International issued the “Announcement on Putting the Credit Rating of the Company’s Main Body and Related Debts on the Watch List for Possible Downgrades”, and decided to include the Company’s AA+ main credit rating and “17 Chenming Bond 01”, “18 Chenming Bond 01” AA+ was included in the watch list for possible downgrade; on December 30, 2020, the Company issued “Announcement Regarding the withdrawal of the credit rating of corporate entities and related debts from the watch list for possible downgrade and the rating outlook is adjusted to negative” and decided to maintain the Company’s main body credit rating at AA+, maintain the “17 Chenming Bond 01” and “18 Chenming Bond 01” credit ratings at AA+, and withdraw the credit ratings of the above entities and related debts that may be downgraded to watch list and upgrade the rating outlook to negative. For details, please refer to the announcement of the Company dated 9 July 2020 and 31 December 2020 on Juchao.com. XIII. Is there any guarantor for Corporate Bonds? Yes √ No 2020 ANNUAL REPORT 141 XIII Financial Report I. Auditor’s Report Type of auditor’s opinion Standard and unqualified opinions The date of the audit report signed 25 March 2021 Name of the auditor Grant Thornton (Special General Partnership) Reference number of the auditor’s report Audit Report No. [ 371A005352 ] (2021) Name of certified public accountants Liu Jian and Jiang Lei Text of the auditor’s report To all shareholders of Shandong Chenming Paper Holdings Limited: I. Auditor’s opinion We have audited the financial statements of Shandong Chenming Paper Holdings Limited (hereinafter “Chenming Paper Company”), which comprise the consolidated and company balance sheets as at 31 December 2020, the consolidated and company income statements, the consolidated and company cash flow statements and the consolidated and company statements of changes in shareholders’ equity for 2020 and notes to the relevant financial statements. In our opinion, the accompanying financial statements were prepared in accordance with the Accounting Standards for Business Enterprises in all material aspects and give a true and fair view of the consolidated and company financial position of Chenming Paper Company as at 31 December 2020 and of its consolidated and company operating results and cash flows for 2020. II. Basis of opinions We have conducted our audit in accordance with the Chinese Auditing Standards issued by the Chinese Institute of Certified Public Accountants. Our responsibilities under those standards are further described in the responsibilities of certified public accountants for the audit of the financial statements section of the auditor’s report. We are independent of Chenming Paper Company in accordance with the ethical codes of Chinese certified public accountants, and we have fulfilled our other ethical responsibilities in accordance with the codes. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. (I) Share-based payments For detailed disclosures of relevant information, please see note V. 25 and note XIII of the financial statements. 1. Details Chenming Paper Company implemented a restricted share incentive scheme in 2020. The management fees recognised for share-based payments in 2020 amounted to RMB32,486,900. As the recognition of share-based payments requires significant audit estimate by the management of Chenming Paper Company (hereinafter the “Management”). As parameters such as the number of exercisable shares are subject to uncertainties, we have identified share-based payments as a key audit matter. 142 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report 2. Application for auditing We have carried out the following audit procedures for the recognition of share-based payments: (1) we inspected the approved share incentive scheme, relevant board resolutions and the resolutions of the general meetings, and inspected the relevant evidence of the implementation of the share incentive scheme; (2) we obtained and inspected the approved share incentive scheme, relevant board resolutions and the resolutions of the general meetings, inspected the evidence related to the implementation of the share incentive scheme, including but not limited the Announcement on Completion of Registration of the Grant under the 2020 Restricted A Shares Incentive Scheme issued by Chenming Paper Company; (3) we inspected the Management’s basis for estimating the fair value on the date of grant under the share incentive scheme, inspected the Management’s basis for estimating the number of exercisable shares under the share incentive scheme as at 31 December 2020, and evaluated the reasonableness of Management’s estimation; (4) we recalculated the expenses recognised for the share incentive scheme in 2020; and (5) we inspected whether the Management had made sufficient disclosure of the share incentive scheme and relevant estimation. (II) Recognition of revenue from machine-made paper For detailed disclosures of relevant information, please see note V. 27 and VII. 46 of the financial statements. 1. Details In 2020, Chenming Paper Company realised revenue of RMB30,736,518,000, of which RMB26,799,197,500 was attributed to revenue of machine-made paper, accounting for 87.19% of the revenue. For domestic machine-made paper sales business, Chenming Paper Company recognised the revenue after the goods were delivered and signed by the customer for confirmation; for foreign machine- made paper sales business, Chenming Paper Company recognised the revenue after the goods were loaded on board and declared. As revenue is one of the key performance indicators of Chenming Paper Company, and the revenue from the sales of machine-made paper accounts for a relatively huge proportion of the total revenue due to its enormous sales volume, there may be potential misstatement in relation to whether revenue recognition is accounted for in the appropriate period of the financial statements, which has a significant impact on the financial statements. Therefore, we have identified recognition of revenue from machine-made paper as a key audit matter. 2. Application for auditing We have carried out the following audit procedures for the recognition of revenue from machine-made paper: (1) we identified and evaluated and tested the effectiveness of the design and operation of key internal controls conducted by the Management related to revenue recognition; 2020 ANNUAL REPORT 143 XIII Financial Report (2) we conducted sampling inspections on sales contracts, identified contract terms and conditions related to the transfer of control of the goods, assessed whether the timing of recognition of sales revenue from Chenming Paper Company meets the requirements of the Accounting Standards for Business Enterprises; (3) we analysed revenue and gross profit by taking into account product types and identified whether the abnormal fluctuations in the amount of revenue are reasonable in the current period; (4) we inspected the occurrence of on-the-spot recognition of sales at the end of the inspection period and inspected goods returns after the inspection period to determine the accuracy of revenue recognition during the period; (5) we collected samples from sales revenue recorded around the balance sheet date for cut-off tests; verified delivery orders and other supporting documents to assess whether sales revenue is recorded in the appropriate accounting period; (6) we sought external confirmations for clients with larger sales during the period. IV. Other information The Management of Chenming Paper Company’ is responsible for other information. Other information includes the information covered in the 2020 annual report of Chenming Paper Company, but does not include the financial statements and our audit report. Our audit opinions published in the financial statements do not cover other information and we do not publish any form of assurance conclusion on other information. In conjunction with our audit of the financial statements, our responsibility is to read other information, during which we consider whether there is significant inconsistency or other material misstatement of other information with the financial statements or what we have learned during the audit. Based on the work we have performed, if we determine that there is a material misstatement of other information, we should report that fact. In this regard, we have nothing to report. V. Management and management responsibility for financial statements The Management of Chenming Paper Company is responsible for the preparation of financial statements in accordance with the requirements of the Accounting Standards for Business Enterprises to enable them to achieve fair reflection, and to achieve the design, implementation and maintenance of necessary internal controls so that the financial statements are free of material misstatements due to fraud or errors. In the preparation of the financial statements, the Management is responsible for assessing the continuing operations capabilities of Chenming Paper Company, disclosing issues related to going concern (if applicable), and applying the going concern assumption unless the Management plans to liquidate Chenming Paper Company, terminate operations or have no other realistic options. The Management is responsible for supervising the financial reporting process of Chenming Paper Company. 144 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VI. Auditor’s responsibility for auditing financial statements Our objective is to obtain reasonable assurance as to whether the entire financial statements are free from material misstatement due to fraud or errors and to issue an audit report containing audit opinions. Reasonable assurance is a high level of assurance, but it does not guarantee that an audit performed in accordance with auditing standards can always discover a major misstatement when it exists. Misstatements may be caused by fraud or errors, and are generally considered to be material if it is reasonably expected that misstatements, individually or in aggregate, may affect the economic decision made by users of financial statements based on the financial statements. In the process of conducting audit work in accordance with auditing standards, we use professional judgment and maintain professional suspicion. At the same time, we also perform the following tasks: (1) To identify and assess risks of material misstatement of financial statements due to fraud or errors, design and implement audit procedures to address these risks, and obtain adequate and appropriate audit evidence, together perform as a basis for issuing audit opinions. Since fraud may involve collusion, falsification, intentional omission, misrepresentation or override of internal controls, the risk of failing to detect a material misstatement due to fraud is higher than the risk of failing to detect a material misstatement due to an error. (2) To understand audit-related internal controls to design appropriate audit procedures. (3) To evaluate the appropriateness of accounting policies adopted by the Management and the reasonableness of accounting estimates and related disclosures. (4) To conclude on the appropriateness of Management’s use of the continuing operation assumption. At the same time, according to the audit evidence obtained, it may lead to conclusions as to whether there are significant uncertainties in matters or circumstances that have significant doubts about the ability of Chenming Paper Company to continue its operations. If we conclude that there are significant uncertainties, the auditing standards require us to request the users of the report to pay attention to the relevant disclosures in the financial statements in the audit report; if the disclosure is not sufficient, we should publish modified audit report. Our conclusions are based on the information available as of the date of the audit report. However, future events or circumstances may cause Chenming Paper Company to not continue its operations. (5) Evaluate the overall presentation, structure, and content of the financial statements and evaluate whether the financial statements fairly reflect the relevant transactions and matters. (6) To obtain sufficient and appropriate audit evidence on the financial information of entities or business activities in Chenming Paper Company to express opinions on the financial statements. We are responsible for guiding, supervising and executing group audits, and take full responsibility for the audit opinion. We communicate with the Management on planned audit scope, time arrangements and major audit findings, including communication of the internal control deficiencies that we identified during the audit. We also provide statements to the Management on compliance with ethical requirements related to independence, and communicate with the Management on all relationships and other matters that may reasonably be considered to affect our independence, as well as related preventive measures (if applicable). 2020 ANNUAL REPORT 145 XIII Financial Report From the matters we communicated with the Management, we determine which matters are most important for the audit of the financial statements for the current period and thus constitute the key audit matters. We describe these matters in our audit report, unless laws and regulations prohibit the public disclosure of these matters, or in rare cases, if it is reasonably expected that the negative consequences of disclosing something in the audit report will outweigh the benefits to the public interest, we determine that the matter should not be reported in the audit report. Grant Thornton (Special General Partnership) Chinese Certified Public Accountant (Project Partner): Liu Jian Beijing, China Chinese Certified Public Accountant: Jiang Lei 25 March 2021 II. Financial Statements The unit in the notes to the financial statements is: RMB 1. Consolidated Balance Sheet Prepared by: Shandong Chenming Paper Holdings Limited 31 December 2020 Unit: RMB Item 31 December 2020 31 December 2019 CURRENT ASSETS: Monetary funds 17,759,537,598.98 19,306,529,473.33 Deposit reservation for balance Borrowings Financial assets held for trading 192,907,800.62 Derivative financial assets Bills receivable Accounts receivable 1,984,931,665.82 2,525,083,311.03 Accounts receivable financing 488,385,666.76 442,915,861.70 Prepayments 964,290,512.36 603,573,549.08 Premiums receivable Reinsurance premiums receivable Reserves for reinsurance contract receivable Other receivables 2,417,240,559.46 2,216,654,598.66 Including: Interest receivable Dividend receivable 13,000,000.00 Buying back the sale of financial assets Inventories 5,135,293,347.82 4,774,430,110.81 Contract assets Assets held-for-sale Non-current assets due within one year 4,222,744,207.34 6,974,539,613.30 Other current assets 2,716,918,695.85 8,108,707,394.70 Total current assets 35,882,250,055.01 44,952,433,912.61 146 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report Item 31 December 2020 31 December 2019 NON-CURRENT ASSETS: Loans and advances Debt investments Other debt investments Long-term receivables 4,658,884,857.95 1,200,575,810.95 Long-term equity investments 3,906,158,402.45 3,606,339,023.74 Investment in other equity instruments Other non-current financial assets 145,910,000.00 147,445,653.55 Investment property 5,943,159,568.00 5,082,362,293.11 Fixed assets 37,651,706,658.97 34,439,935,032.69 Construction in progress 179,857,941.83 5,476,122,928.95 Bearer biological assets Oil and gas assets Right-of-use assets 205,876,719.75 152,141,882.05 Intangible assets 1,774,624,509.33 1,781,061,904.51 Development expenditure Goodwill 32,916,531.95 5,969,626.57 Long-term prepaid expenses 51,061,485.49 48,203,408.71 Deferred income tax assets 1,084,164,679.14 892,442,631.04 Other non-current assets 58,886,418.75 173,875,826.67 Total non-current assets 55,693,207,773.61 53,006,476,022.54 Total assets 91,575,457,828.62 97,958,909,935.15 2020 ANNUAL REPORT 147 XIII Financial Report Item 31 December 2020 31 December 2019 CURRENT LIABILITIES: Short-term borrowings 32,793,992,957.86 36,883,156,014.19 Borrowings from central bank Loans from other banks Financial liabilities held for trading Derivative financial liabilities Bills payable 2,998,936,736.34 1,515,048,206.00 Accounts payable 4,042,430,732.31 4,351,087,581.98 Advance receipts Contract liabilities 1,051,147,044.74 968,082,063.13 Financial assets sold for repurchase Deposits from customers and interbank Customer brokerage deposits Securities underwriting brokerage deposits Employee benefits payable 232,376,585.31 190,229,883.52 Taxes payable 652,647,840.63 311,554,116.73 Other payables 1,956,715,367.83 2,594,249,626.54 Including: Interest payable 178,992,959.85 208,189,699.15 Dividend payable Handling charges and commission payable Due to reinsurers Liabilities held-for-sale Non-current liabilities due within one year 7,160,949,615.93 5,662,958,920.03 Other current liabilities 157,037,833.35 222,402,500.00 Total current liabilities 51,046,234,714.30 52,698,768,912.12 148 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report Item 31 December 2020 31 December 2019 NON-CURRENT LIABILITIES: Insurance contract reserve Long-term borrowings 8,077,150,979.15 9,140,339,693.56 Bonds payable 1,536,877,351.46 1,258,270,909.49 Including: Preference Shares Perpetual Bonds Lease liabilities 60,271,769.90 59,697,128.65 Long-term payables 2,295,309,357.74 3,321,535,538.94 Long-term employee benefits payable Provisions 325,259,082.28 325,259,082.28 Deferred income 1,637,996,636.51 1,771,013,335.11 Deferred income tax liabilities 6,572,535.97 1,411,125.59 Other non-current liabilities 789,521,686.07 3,042,841,328.86 Total non-current liabilities 14,728,959,399.08 18,920,368,142.48 Total liabilities 65,775,194,113.38 71,619,137,054.60 2020 ANNUAL REPORT 149 XIII Financial Report Item 31 December 2020 31 December 2019 OWNERS’ EQUITY: Share capital 2,984,208,200.00 2,904,608,200.00 Other equity instruments 5,473,500,000.00 7,465,500,000.00 Including: Preference Shares 4,477,500,000.00 4,477,500,000.00 Perpetual Bonds 996,000,000.00 2,988,000,000.00 Capital reserves 5,321,911,413.75 5,086,686,427.30 Less: Treasury shares 226,860,000.00 Other comprehensive income -561,686,607.66 -879,452,135.10 Special reserves Surplus reserves 1,212,009,109.97 1,212,009,109.97 General risk provisions 74,122,644.20 74,122,644.20 Retained profit 9,999,764,028.74 9,306,269,617.38 Total equity attributable to owners of the Company 24,276,968,789.00 25,169,743,863.75 Minority interest 1,523,294,926.24 1,170,029,016.80 Total owners’ equity 25,800,263,715.24 26,339,772,880.55 Total liabilities and owners’ equity 91,575,457,828.62 97,958,909,935.15 Legal Representative: Financial controller: Head of the financial department: Chen Hongguo Dong Lianming Zhang Bo 2. Balance sheet of the Company Unit: RMB Item 31 December 2020 31 December 2019 CURRENT ASSETS: Monetary funds 4,720,330,804.07 9,001,257,324.52 Financial assets held for trading Derivative financial assets Bills receivable 1,470,720,000.00 3,254,460,000.00 Accounts receivable 694,836,561.24 39,204,670.00 Accounts receivable financing 24,339,933.19 189,873,567.14 Prepayments 1,697,770,445.12 722,472,479.01 Other receivables 10,637,425,503.02 13,975,590,537.58 Including: Interest receivable Dividend receivable 200,000,000.00 Inventories 637,293,495.29 696,487,727.53 Contract assets Assets held-for-sale Non-current assets due within one year 146,934,211.22 129,546,826.00 Other current assets 45,764,272.71 80,815,659.84 Total current assets 20,075,415,225.86 28,089,708,791.62 150 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report Item 31 December 2020 31 December 2019 NON-CURRENT ASSETS: Debt investments Other debt investments Long-term receivables 64,762,373.99 418,750,862.51 Long-term equity investments 22,192,108,035.92 23,629,780,317.87 Investment in other equity instruments 3,000,000.00 Other non-current financial assets 141,910,000.00 147,445,653.55 Investment property Fixed assets 3,984,339,880.51 3,901,007,932.88 Construction in progress 80,192,749.46 350,623,821.42 Bearer biological assets Oil and gas assets Right-of-use assets Intangible assets 534,900,368.31 446,430,156.00 Development expenses Goodwill Long-term prepaid expenses Deferred income tax assets 418,717,829.13 426,711,909.98 Other non-current assets 110,930,000.00 Total non-current assets 27,416,931,237.32 29,434,680,654.21 Total assets 47,492,346,463.18 57,524,389,445.83 2020 ANNUAL REPORT 151 XIII Financial Report Item 31 December 2020 31 December 2019 CURRENT LIABILITIES: Short-term borrowings 10,929,616,612.59 11,601,509,632.09 Financial liabilities held for trading Derivative financial liabilities Bills payable 7,603,416,890.27 9,890,041,170.20 Accounts payable 812,111,491.23 833,526,295.40 Advances from customers Contract liabilities 156,487,086.88 2,096,436,345.90 Staff remuneration payables 89,416,732.50 71,040,017.13 Tax payables 147,669,266.97 76,872,851.56 Other payables 5,869,352,883.62 6,426,648,847.95 Including: Interest payable 97,497,305.56 127,278,083.35 Dividend payable Liabilities held-for-sale Non-current liabilities due within one year 2,374,029,490.27 3,695,934,663.30 Other current liabilities 312,130,833.35 932,402,500.00 Total current liabilities 28,294,231,287.68 35,624,412,323.53 152 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report Item 31 December 2020 31 December 2019 NON-CURRENT LIABILITIES: Long-term borrowings 1,295,000,000.00 150,692,035.94 Bonds payable 439,957,250.00 89,070,000.00 Including: Preference Shares Perpetual Bonds Lease liabilities Long-term payables 631,776,192.80 1,167,426,124.98 Long-term employee benefits payable Provisions 325,259,082.28 325,259,082.28 Deferred income 38,017,165.55 42,070,840.27 Deferred income tax liabilities Other non-current liabilities 1,194,883,344.67 2,789,283,340.67 Total non-current liabilities 3,924,893,035.30 4,563,801,424.14 Total liabilities 32,219,124,322.98 40,188,213,747.67 2020 ANNUAL REPORT 153 XIII Financial Report Item 31 December 2020 31 December 2019 OWNERS’ EQUITY: Share capital 2,984,208,200.00 2,904,608,200.00 Other equity instruments 5,473,500,000.00 7,465,500,000.00 Including: Preference Shares 4,477,500,000.00 4,477,500,000.00 Perpetual Bonds 996,000,000.00 2,988,000,000.00 Capital reserves 5,124,308,464.42 4,953,557,435.19 Less: Treasury shares 226,860,000.00 Other comprehensive income Special reserves Surplus reserves 1,199,819,528.06 1,199,819,528.06 Retained profit 718,245,947.72 812,690,534.91 Total owners’ equity 15,273,222,140.20 17,336,175,698.16 Total liabilities and owners’ equity 47,492,346,463.18 57,524,389,445.83 154 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report 3. Consolidated Income Statement Unit: RMB Item Amount for 2020 Amount for 2019 I. Total revenue 30,736,517,996.90 30,395,434,073.35 Including: Revenue 30,736,517,996.90 30,395,434,073.35 Interest income Premium earned Handling charges and commission income II. Total operating costs 29,056,210,362.62 28,390,081,416.99 Including: Operating costs 23,645,594,186.21 22,750,269,749.38 Finance expenses Handling charges and commission expenses Surrenders Net claims paid Net change in drawing of insurance contract reserves Policyholder dividend expenses Reinsurance premium expenses Taxes and surcharges 250,528,855.40 275,933,439.81 Sales and distribution expenses 298,246,355.91 320,810,724.85 General and administrative expenses 1,025,420,660.39 1,134,725,391.84 Research and development expense 1,274,355,241.49 992,312,956.74 Finance expenses 2,562,065,063.22 2,916,029,154.37 Including: Interest expenses 3,125,361,069.00 3,573,865,213.86 Interest income 887,004,185.02 836,491,207.55 Plus: Other income 363,884,128.32 561,556,630.51 Investment income (“-” denotes loss) 173,363,537.49 174,000,822.89 Including: Investment income from associates and joint ventures 272,022,434.54 -2,995,932.01 Derecognition of revenue of financial assets measured at amortised cost Exchange gains (“-” denotes loss) Net gains from hedging exposure (“-” denotes loss) Gain on change in fair value (“-” denotes loss) 6,261,281.76 26,692,741.61 Credit impairment loss (“-” denotes loss) -651,724,871.57 -1,033,867,928.73 Loss on impairment of assets (“-” denotes loss) -13,573,717.76 -120,991,683.19 Gain on disposal of assets (“-” denotes loss) 26,203,497.56 -29,073,731.05 2020 ANNUAL REPORT 155 XIII Financial Report Item Amount for 2020 Amount for 2019 III. Operating profit (“-” denotes loss) 1,584,721,490.08 1,583,669,508.40 Plus: Non-operating income 600,465,688.15 493,393,914.87 Less: Non-operating expenses 12,917,235.69 28,584,594.00 IV. Total profit (“-” denotes total loss) 2,172,269,942.54 2,048,478,829.27 Less: Income tax expenses 266,056,648.05 295,180,636.46 V. Net profit (“-” denotes net loss) 1,906,213,294.49 1,753,298,192.81 (I) Classification according to the continuity of operation 1. Net profit from continuing operations (“-” denotes net loss) 1,906,213,294.49 1,689,474,069.20 2. Net profit from discontinued operations (“-” denotes net loss) 63,824,123.61 (II) Classification according to ownership 1. Net profit attributable to shareholders of the Company 1,712,029,078.52 1,656,566,584.88 2. Profit or loss of minority interest 194,184,215.97 96,731,607.93 VI. Net other comprehensive income after tax 317,765,527.44 -142,931,954.09 Net other comprehensive income after tax attributable to shareholders of the Company 317,765,527.44 -142,931,954.09 (I) Other comprehensive income not to be reclassified to profit and loss in subsequent periods 1. Changes arising from remeasurement of defined benefit plans 2. Other comprehensive income not to be reclassified to profit or loss under equity method 3. Changes in fair value of other equity instrument investments 4. Changes in fair value of enterprise’s own credit risk 5. Others (II) Other comprehensive income that will be reclassified to profit and loss in subsequent periods 317,765,527.44 -142,931,954.09 1. Other comprehensive income to be reclassified to profit or loss under equity method 2. Changes in fair value of other debt investments 3. Amount of financial assets reclassified into other comprehensive income 4. Provision for credit impairment losses of other debt investments 5. Cash flow hedging reserve 6. Exchange differences arising from translation of financial statements denominated in foreign currencies 317,765,527.44 -142,931,954.09 7. Others Net other comprehensive loss after tax attributable to non-controlling interests VII. Total comprehensive income 2,223,978,821.93 1,610,366,238.72 Total comprehensive income attributable to shareholders of the Company 2,029,794,605.96 1,513,634,630.79 Total comprehensive income attributable to minority interest 194,184,215.97 96,731,607.93 VIII. Earnings per share: (I) Basic earnings per share 0.36 0.33 (II) Diluted earnings per share 0.36 0.33 For the business combination involving enterprises under common control during the reporting period, the net profit realised by the parties being absorbed before the combination was nil (the same period last year: nil). Legal Representative: Financial controller: Head of the financial department: Chen Hongguo Dong Lianming Zhang Bo 156 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report 4. Income statement of the Company Unit: RMB Item Amount for 2020 Amount for 2019 I. Revenue 8,510,073,793.88 6,914,154,801.19 Less: Operating costs 6,899,160,821.06 5,483,419,941.19 Taxes and surcharges 63,211,127.50 47,507,009.10 Sales and distribution expenses 7,441,664.84 10,628,480.40 General and administrative expenses 322,407,985.30 367,847,081.04 Research and development expense 286,590,211.63 292,447,426.29 Finance expenses 501,171,122.74 1,437,070,384.94 Including: Interest expenses 1,481,718,871.40 2,275,231,993.88 Interest income 1,057,852,559.80 980,330,079.03 Plus: Other income 59,165,073.44 78,722,787.60 Investment income (“-” denotes loss) 348,093,079.09 1,352,470,766.36 Including: Investment income from associates and joint ventures 6,412,281.95 -11,142,579.41 Derecognition of revenue of financial assets measured at amortised cost Net gains from hedging exposure (“-” denotes loss) Gains on changes in fair value (“-” denotes loss) 9,464,346.45 46,445,653.55 Credit impairment loss (“-” denotes loss) 42,369,727.64 -128,688,655.59 Loss on impairment of assets (“-” denotes loss) -77,447,218.54 Gain on disposal of assets (“-” denotes loss) 40,134,455.47 -30,388,143.09 II. Operating profit (“-” denotes loss) 929,317,542.90 516,349,668.52 Plus: Non-operating income 5,225,205.90 11,140,162.55 Less: Non-operating expenses 1,891,387.34 19,138,740.53 III. Total profit (“-” denotes total loss) 932,651,361.46 508,351,090.54 Less: Income tax expenses 7,994,080.85 -122,850,888.03 IV. Net profit (“-” denotes net loss) 924,657,280.61 631,201,978.57 (I) Net profit from continuing operations (“-” denotes net loss) 924,657,280.61 631,201,978.57 (II) Net profit from discontinued operations (“-” denotes net loss) 2020 ANNUAL REPORT 157 XIII Financial Report Item Amount for 2020 Amount for 2019 V. Net other comprehensive loss after tax (I) Other comprehensive loss not to be reclassified to profit or loss 1. Changes arising from remeasurement of defined benefit plans 2. Other comprehensive income not to be reclassified to profit or loss under equity method 3. Changes in fair value of other equity instrument investments 4. Changes in fair value of enterprise’s own credit risk 5. Others (II) Other comprehensive income to be reclassified to profit or loss 1. Other comprehensive income to be reclassified to profit or loss under equity method 2. Changes in fair value of other debt investments 3. Amount of financial assets reclassified into other comprehensive income 4. Provision for credit impairment losses of other debt investments 5. Cash flow hedging reserve 6. Exchange differences arising from translation of financial statements denominated in foreign currencies 7. Others VI. Total comprehensive income 924,657,280.61 631,201,978.57 VII. Earnings per share: (I) Basic earnings per share (II) Diluted earnings per share 158 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report 5. Consolidated cash flow statement Unit: RMB Item Amount for 2020 Amount for 2019 I. Cash flows from operating activities: Cash received from sales of goods and rendering of services 35,114,699,022.80 34,573,214,070.98 Net increase in deposits from customers and other peer financial institutions Net increase in borrowings from central bank Net increase in borrowings from other financial institutions Premiums received from original insurance contracts Net cash received from reinsurance business Net increase in deposits and investments from policyholders Interest, handling charges and commission received Net increase in borrowings from banks and other financial institutions Net increase in repurchase business capital Net cash received from securities brokerage Tax rebates received 71,675,835.40 111,119,105.01 Cash received relating to other operating activities 4,956,395,786.44 6,949,229,810.96 Subtotal of cash inflows from operating activities 40,142,770,644.64 41,633,562,986.95 Cash paid for goods and services 24,341,006,232.03 23,866,695,680.80 Net increase in loans and advances to customers Net increase in deposits with central bank and other peer financial institutions Original insurance contract claims paid Net increase in interbank borrowings Interest, handling charges and commissions paid Policyholder dividend paid Cash paid to and for employees 1,421,974,787.06 1,457,717,966.62 Payments of taxes and surcharges 1,285,210,254.65 2,273,360,732.52 Cash paid relating to other operating activities 1,834,776,694.62 1,803,081,384.07 Subtotal of cash outflows from operating activities 28,882,967,968.36 29,400,855,764.01 Net cash flows from operating activities 11,259,802,676.28 12,232,707,222.94 2020 ANNUAL REPORT 159 XIII Financial Report Item Amount for 2020 Amount for 2019 II. Cash flows from investing activities: Cash received from investments 15,000,000.00 2,784,345.77 Cash received from investment income 26,760,712.33 12,000,000.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 131,924,763.00 137,211,301.99 Net cash received from disposal of subsidiaries and other business units 217,547,669.15 215,421,083.24 Cash received relating to other investing activities 409,282,077.65 767,670,000.00 Subtotal of cash inflows from investing activities 800,515,222.13 1,135,086,731.00 Cash paid for purchase of fixed assets, intangible assets and other long-term assets 254,202,396.70 1,112,186,863.71 Cash paid on investments 471,299,932.73 1,947,322,879.24 Net increase in pledge loans Net cash paid for acquisition of subsidiaries and other business units 256,052,699.51 Cash paid relating to other investing activities 101,130,000.00 Subtotal of cash outflows from investing activities 981,555,028.94 3,160,639,742.95 Net cash flows from investing activities -181,039,806.81 -2,025,553,011.95 III. Cash flows from financing activities: Cash received from investments 952,070,000.00 423,000,000.00 Including: Cash received from subsidiaries from minority investment 725,210,000.00 423,000,000.00 Cash received from borrowings 25,471,909,126.85 28,631,245,817.48 Cash received relating to other financing activities 5,230,346,076.92 5,866,106,002.62 Subtotal of cash inflows from financing activities 31,654,325,203.77 34,920,351,820.10 Cash repayments of amounts borrowed 30,646,227,554.94 30,767,815,349.31 Cash paid for dividend and profit distribution or interest payment 3,090,605,089.86 3,530,178,266.59 Including: Dividend and profit paid by subsidiaries to minority shareholders 17,444,349.31 19,262,500.00 Cash paid relating to other financing activities 7,511,530,461.76 10,109,785,861.74 Subtotal of cash outflows from financing activities 41,248,363,106.56 44,407,779,477.64 Net cash flows from financing activities -9,594,037,902.79 -9,487,427,657.54 IV. Effect of foreign exchange rate changes on cash and cash equivalents 14,116,969.70 -210,956,768.56 V. Net increase in cash and cash equivalents 1,498,841,936.38 508,769,784.89 Plus: Balance of cash and cash equivalents as at the beginning of the period 2,890,328,027.41 2,381,558,242.52 VI. Balance of cash and cash equivalents as at the end of the period 4,389,169,963.79 2,890,328,027.41 160 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report 6. Cash flow statement of the Company Unit: RMB Item Amount for 2020 Amount for 2019 I. Cash flows from operating activities: Cash received from sales of goods and rendering of services 8,315,495,593.76 7,719,183,653.24 Tax rebates received Cash received relating to other operating activities 1,094,213,214.09 1,561,317,548.23 Subtotal of cash inflows from operating activities 9,409,708,807.85 9,280,501,201.47 Cash paid for goods and services 7,355,500,996.59 3,634,400,369.89 Cash paid to and for employees 413,161,984.36 496,342,845.44 Payments of taxes and surcharges 225,151,450.32 206,120,796.96 Cash paid relating to other operating activities 872,500,967.87 1,113,784,472.34 Subtotal of cash outflows from operating activities 8,866,315,399.14 5,450,648,484.63 Net cash flows from operating activities 543,393,408.71 3,829,852,716.84 II. Cash flows from investing activities: Cash received from investments 1,481,345,237.36 228,794,345.77 Cash received from investment income 405,420,123.68 1,087,829,000.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 104,624,763.00 81,086,086.00 Net cash received from disposal of subsidiaries and other business units Cash received relating to other investing activities 409,282,077.65 Subtotal of cash inflows from investing activities 2,400,672,201.69 1,397,709,431.77 Cash paid for purchase of fixed assets, intangible assets and other long-term assets 10,850,791.93 154,820,434.45 Cash paid on investments 82,290,000.00 1,278,000,000.00 Net cash paid for acquisition of subsidiaries and other business units Cash paid relating to other investing activities 101,130,000.00 Subtotal of cash outflows used in investing activities 93,140,791.93 1,533,950,434.45 Net cash flows from investing activities 2,307,531,409.76 -136,241,002.68 2020 ANNUAL REPORT 161 XIII Financial Report Item Amount for 2020 Amount for 2019 III. Cash flows from financing activities: Cash received from investments 226,860,000.00 Cash received from borrowings 15,865,741,633.57 13,980,360,915.86 Cash received relating to other financing activities 5,490,509,924.46 5,007,324,754.27 Subtotal of cash inflows from financing activities 21,583,111,558.03 18,987,685,670.13 Cash repayments of amounts borrowed 16,517,425,606.56 10,970,294,184.80 Cash paid for dividend and profit distribution or interest payment 1,188,678,703.00 1,762,132,250.15 Cash paid relating to other financing activities 6,565,598,116.70 10,415,992,353.54 Subtotal of cash outflows from financing activities 24,271,702,426.26 23,148,418,788.49 Net cash flows from financing activities -2,688,590,868.23 -4,160,733,118.36 IV. Effect of foreign exchange rate changes on cash and cash equivalents 2,622,051.57 -4,354,937.11 V. Net increase in cash and cash equivalents 164,956,001.81 -471,476,341.31 Plus: Balance of cash and cash equivalents as at the beginning of the period 136,328,721.71 607,805,063.02 VI. Balance of cash and cash equivalents as at the end of the period 301,284,723.52 136,328,721.71 162 SHANDONG CHENMING PAPER HOLDINGS LIMITED 7. Consolidated statement of changes in owners’ equity Amount for the reporting period Unit: RMB 2020 Equit att i utable t owners of t e Company Other equit i struments Other comprehensiv General I em Share capit l Preference Shares Perpetual Bonds Others Capit l reserves Less: t easury shares i come Specia reserves Surplu reserves ri k provis ons Reta ned profi Others Subto a Minorit i t rest Tota owners’ equit I Balance as at t e end of t e pri r year 2,904,608,200.0 4,477,500,000.0 2,988,000,000.0 5,086,686,427.3 -879,452,135.1 1,212,009,109.9 74,122,644.2 9,306,269,617.3 25,169,743,863.7 1,170,029,016.8 26,339,772,880.5 XIII Financial Report Plus: Changes i accounti g poli i s Corr cti ns of pri r peri d err r Business combinati n under common contr l Others I Balance as at t e beginnin of t e year 2,904,608,200.0 4,477,500,000.0 2,988,000,000.0 5,086,686,427.3 -879,452,135.1 1,212,009,109.9 74,122,644.2 9,306,269,617.3 25,169,743,863.7 1,170,029,016.8 26,339,772,880.5 I . Changes i t e peri d ( -” denote decrease) 79,600,000.0 -1,992,000,000.0 235,224,986.4 226,860,000.0 317,765,527.4 693,494,411.3 -892,775,074.7 353,265,909.4 -539,509,165.3 ( Tota comprehensiv i come 317,765,527.4 1,712,029,078.5 2,029,794,605.9 194,184,215.9 2,223,978,821.9 ( ) Capit l paid i and r duced by owners 79,600,000.0 -1,992,000,000.0 235,224,986.4 226,860,000.0 -1,904,035,013.5 646,180,728.2 -1,257,854,285.3 1. Ord nary share paid by owners 646,180,728.2 646,180,728.2 2. Capit l paid by holders of other equit i str ments -1,992,000,000.0 -8,000,000.0 -2,000,000,000.0 -2,000,000,000.0 3. Amount of share-based payments r cognised i owners equit 79,600,000.0 178,751,029.2 226,860,000.0 31,491,029.2 31,491,029.2 4. Others 64,473,957.2 64,473,957.2 64,473,957.2 ( I Pro i dis r buti n -1,018,534,667.1 -1,018,534,667.1 -17,444,349.3 -1,035,979,016.4 1. Transfe t surp u r serves 2. Transfe t genera r s provis ons 3. Dis r buti n t owners ( r shareholders -1,018,534,667.1 -1,018,534,667.1 -17,444,349.3 -1,035,979,016.4 4. Others ( V Transfe wit i owners equit -469,654,685.4 -469,654,685.4 1. Capit l o share capit l create on capit l r serv 2. Capit l o share capit l create on surp u r serves 3. Off et l sses by surp u r serves 4. Defi ed benefi pla changes carr e f rward t r t i ed earn ngs 5. Other comprehensiv i come carr e f rward t r t i ed earn ngs 6. Others -469,654,685.4 -469,654,685.4 ( ) Specia r serves 1. Wit drawal 2. Use ( I Others I . Balance as at t e end of t e peri d 2,984,208,200.0 4,477,500,000.0 996,000,000.0 5,321,911,413.7 226,860,000.0 -561,686,607.6 1,212,009,109.9 74,122,644.2 9,999,764,028.7 24,276,968,789.0 1,523,294,926.2 25,800,263,715.2 2020 ANNUAL REPORT 163 164 Amount for the prior period Unit: RMB 2019 Equit att i utable t owners of t e Company Other equit i struments Other comprehensiv General I em Share capit l Preference Shares Perpetual Bonds Others Capit l reserves Less: t easury shares i come Specia reserves Surplu reserves ri k provis ons Reta ned profi Others Subto a Minorit i t rest Tota owners’ equit I Balance as at t e end of t e pri r year 2,904,608,200.0 4,477,500,000.0 2,988,000,000.0 5,091,449,915.1 -736,520,181.0 3,257,998.4 1,148,888,912.1 64,123,919.2 9,107,422,690.8 25,048,731,454.7 822,959,773.3 25,871,691,228.0 Plus: Changes i accounti g poli i s Corr cti ns of pri r peri d err r XIII Financial Report Business combinati n under common contr l Others I Balance as at t e beginnin of t e year 2,904,608,200.0 4,477,500,000.0 2,988,000,000.0 5,091,449,915.1 -736,520,181.0 3,257,998.4 1,148,888,912.1 64,123,919.2 9,107,422,690.8 25,048,731,454.7 822,959,773.3 25,871,691,228.0 I . Changes i t e peri d ( -” denote decrease) -4,763,487.8 -142,931,954.0 -3,257,998.4 63,120,197.8 9,998,724.9 198,846,926.5 121,012,408.9 347,069,243.5 468,081,652.4 ( Tota comprehensiv i come -142,931,954.0 1,656,566,584.8 1,513,634,630.7 71,201,958.4 1,584,836,589.2 ( ) Capit l paid i and r duced by owners -4,763,487.8 -4,763,487.8 295,129,785.0 290,366,297.1 1. Ord nary share paid by owners 439,447,225.7 439,447,225.7 SHANDONG CHENMING PAPER HOLDINGS LIMITED 2. Capit l paid by holders of other equit i str ments 3. Amount of share-based payments r cognised i owners equit 4. Others -4,763,487.8 -4,763,487.8 -144,317,440.7 -149,080,928.6 ( I Pro i dis r buti n 63,120,197.8 9,998,724.9 -1,457,719,658.3 -1,384,600,735.5 -19,262,500.0 -1,403,863,235.5 1. Transfe t surp u r serves 63,120,197.8 -63,120,197.8 2. Transfe t genera r s provis ons 9,998,724.9 -9,998,724.9 3. Dis r buti n t owners ( r shareholders -1,384,600,735.5 -1,384,600,735.5 -19,262,500.0 -1,403,863,235.5 4. Others ( V Transfe wit i owners equit -4,881,991.8 -4,881,991.8 -4,881,991.8 1. Capit l o share capit l create on capit l r serv 2. Capit l o share capit l create on surp u r serves 3. Off et l sses by surp u r serves 4. Defi ed benefi pla changes carr e f rward t r t i ed earn ngs 5. Other comprehensiv i come carr e f rward t r t i ed earn ngs 6. Others -4,881,991.8 -4,881,991.8 -4,881,991.8 ( ) Specia r serves 1,623,993.3 1,623,993.3 1,623,993.3 1. Wit drawal 1,623,993.3 1,623,993.3 1,623,993.3 2. Use ( I Others I . Balance as at t e end of t e peri d 2,904,608,200.0 4,477,500,000.0 2,988,000,000.0 5,086,686,427.3 -879,452,135.1 1,212,009,109.9 74,122,644.2 9,306,269,617.3 25,169,743,863.7 1,170,029,016.8 26,339,772,880.5 8. Statement of changes in equity of owners of the Company Amount for the reporting period Unit: RMB 2020 Other equity instruments Other comprehensive Item Share capital Preference Shares Perpetual Bonds Others Capital reserves Less: treasury shares income Special reserves Surplus reserves Retained profit Others Total owners’ equity I. Balance as at the end of the prior year 2,904,608,200.00 4,477,500,000.00 2,988,000,000.00 4,953,557,435.19 1,199,819,528.06 812,690,534.91 17,336,175,698.16 Plus: Changes in accounting policies XIII Financial Report Corrections of prior period errors Others -567,200.64 -567,200.64 II. Balance as at the beginning of the year 2,904,608,200.00 4,477,500,000.00 2,988,000,000.00 4,953,557,435.19 1,199,819,528.06 812,123,334.27 17,335,608,497.52 III Changes in the period ( -” denotes decrease) 79,600,000.00 -1,992,000,000.00 170,751,029.23 226,860,000.00 -93,877,386.55 -2,062,386,357.32 (I) Total comprehensive income 924,657,280.61 924,657,280.61 (II) Capital paid in and reduced by owners 79,600,000.00 -1,992,000,000.00 170,751,029.23 226,860,000.00 -1,968,508,970.77 1. Ordinary shares paid by owners 2. Capital paid by holders of other equit instruments -1,992,000,000.00 -8,000,000.00 -2,000,000,000.00 3. Amount of share-based payments recognised in owners’ equit 79,600,000.00 178,751,029.23 226,860,000.00 31,491,029.23 4. Others (III Profit distribution -1,018,534,667.16 -1,018,534,667.16 1. Transfer to surplus reserves 2. Distribution to owners (or shareholders) -1,018,534,667.16 -1,018,534,667.16 3. Others (IV) Transfer within owners’ equit 1. Capital (or share capital) created on capital reserve 2. Capital (or share capital) created on surplus reserves 3. Offset losses by surplus reserves 4. Defined benefit plan changes carried forward to retained earnings 5. Other comprehensive income carried forward to retained earnings 6. Others (V) Special reserves 1. Withdrawal 2. Use (VI) Others IV. Balance as at the end of the period 2,984,208,200.00 4,477,500,000.00 996,000,000.00 5,124,308,464.42 226,860,000.00 1,199,819,528.06 718,245,947.72 15,273,222,140.20 2020 ANNUAL REPORT 165 166 Amount for the prior period Unit: RMB 2019 Other equity instruments Other comprehensive Item Share capital Preference Shares Perpetual Bonds Others Capital reserves Less: treasury shares income Special reserves Surplus reserves Retained profit Others Total owners’ equity I. Balance as at the end of the prior year 2,904,608,200.00 4,477,500,000.00 2,988,000,000.00 4,953,557,435.19 1,136,699,330.20 1,629,209,489.72 18,089,574,455.11 Plus: Changes in accounting policies Corrections of prior period errors XIII Financial Report Others II. Balance as at the beginning of the year 2,904,608,200.00 4,477,500,000.00 2,988,000,000.00 4,953,557,435.19 1,136,699,330.20 1,629,209,489.72 18,089,574,455.11 III Changes in the period ( -” denotes decrease) 63,120,197.86 -816,518,954.81 -753,398,756.95 (I) Total comprehensive income 631,201,978.57 631,201,978.57 (II) Capital paid in and reduced by owners 1. Ordinary shares paid by owners 2. Capital paid by holders of other equit instruments SHANDONG CHENMING PAPER HOLDINGS LIMITED 3. Amount of share-based payments recognised in owners’ equit 4. Others (III Profit distribution 63,120,197.86 -1,447,720,933.38 -1,384,600,735.52 1. Transfer to surplus reserves 63,120,197.86 -63,120,197.86 2. Distribution to owners (or shareholders) -1,384,600,735.52 -1,384,600,735.52 3. Others (IV) Transfer within owners’ equit 1. Capital (or share capital) created on capital reserve 2. Capital (or share capital) created on surplus reserves 3. Offset losses by surplus reserves 4. Defined benefit plan changes carried forward to retained earnings 5. Other comprehensive income carried forward to retained earnings 6. Others (V) Special reserves 1. Withdrawal 2. Use (VI) Others IV. Balance as at the end of the period 2,904,608,200.00 4,477,500,000.00 2,988,000,000.00 4,953,557,435.19 1,199,819,528.06 812,690,534.91 17,336,175,698.16 XIII Financial Report III. General Information of the Company 1. Company overview The predecessor of Shandong Chenming Paper Holdings Limited (hereinafter referred to as the “Company”) was Shandong Shouguang Paper Mill Corporation, which was changed as a joint stock company with limited liability through offering to specific investors in May 1993. In December 1996, with approval by Lu Gai Zi [1996] No. 270) issued by the People’s Government of Shandong Province and Zheng Wei [1996] No. 59 of the Securities Committee of the State Council, the Company was changed as a joint stock company with limited liability established by share offer. In May 1997, with approval by Zheng Wei Fa [1997] No. 26 issued by the Securities Committee of the State Council, the Company issued 115,000,000 domestic listed foreign shares (B shares) under public offering, which were listed and traded on Shenzhen Stock Exchange from 26 May 1997. In September 2000, with approval by Zheng Jian Gong Si Zi [2000] No. 151 issued by the China Securities Regulatory Commission, the Company issued an additional 70,000,000 RMB ordinary shares (A shares), which were listed and traded on Shenzhen Stock Exchange from 20 November 2000. In June 2008, with approval by the Stock Exchange of Hong Kong Limited, the Company issued 355,700,000 H shares. At the same time, 35,570,000 H shares were allocated to the National Council for Social Security Fund by our relevant state-owned shareholder and converted into overseas listed foreign shares (H shares) for the purpose of reducing the number of state-owned shares. The additionally issued H shares were listed and traded on Hong Kong Stock Exchange on 18 June 2008. As at 31 December 2020, the total share capital of the Company was changed to 2,984,208,200 shares. For details, please refer to Note VII. 38. The Company has established a corporate governance structure comprising the general meeting, the board of directors and the supervisory committee, and has human resources department, information technology department, corporate management department, legal department, financial management department, capital management department, securities investment department, procurement department, audit department, and other departments. The Company and its subsidiaries (hereinafter referred to as the “Group”) are principally engaged in, among other things, processing and sale of paper products (including machine-made paper and paper board), paper making raw materials and machinery; generation and sale of electric power and thermal power; forestry, saplings growing, processing and sale of timber; manufacturing, processing and sale of wood products; and manufacturing and sale of laminated boards and fortified wooden floorboards, hotel service, and equipment financial and operating leasing, real estate and property service. The financial statements and notes thereto were approved at the eighth meeting of the ninth session of the board of directors of the Group (the “Board”) on 25 March 2021. 2. Scope of consolidation Subsidiaries of the Group included in the scope of consolidation in 2020 totalled 76. For details, please refer to Note VII “Equity in other entities”. The scope of consolidation of the Group during the year had 10 more companies included and three companies less compared to the prior year. For details, please refer to Note VIII “Changes in the scope of consolidation”. 2020 ANNUAL REPORT 167 XIII Financial Report IV. Basis of Preparation of the Financial Statements 1. Basis of preparation These financial statements are prepared in accordance with the accounting standards for business enterprises, the application guidelines thereof, interpretations and other related rules (hereinafter referred to as “ASBEs”) promulgated by the Ministry of Finance. In addition, the Group also discloses relevant financial information in accordance with the “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 15: General Requirements for Financial Reports” (revised in 2014) of the CSRC. The financial statements are presented on a going concern. The Group’s financial statements have been prepared on an accrual basis. Except for certain financial instruments and inventories, the financial statements are prepared under the historical cost convention. In the event that depreciation of assets occurs, a provision for impairment is made accordingly in accordance with the relevant regulations. 2. Going concern No facts or circumstances comprise a material uncertainty about the Group’s going concern basis within 12 months since the end of the reporting period. V. Significant Accounting Policies and Accounting Estimates Specific accounting policies and accounting estimates are indicated as follows: The Company and its subsidiaries are principally engaged in machine-made paper, electricity and heat, construction materials, paper making chemical products, financial leasing, hotel management and other operations. The Company and its subsidiaries formulated certain specific accounting policies and accounting estimates for the transactions and matters such as revenue recognition, determination of performance progress and R&D expenses based on their actual production and operation characteristics pursuant to the requirements under the relevant accounting standards for business enterprises. For details, please refer to this Note V. 27 “Revenue”. For the critical accounting judgments and estimates made by the management, please refer to Note V. 34 “Change of Significant accounting policies and accounting estimates”. 1. Statement of compliance with the Accounting Standards for Business Enterprises These financial statements have been prepared in conformity with the ASBEs, which truly and fully reflect the financial position of the consolidated entity and the Group as at 31 December 2020 and relevant information such as the operating results and cash flows of the consolidated entity and the Company for 2020. 2. Accounting period The accounting period of the Group is from 1 January to 31 December of each calendar year. 168 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 3. Operating cycle The operating cycle of the Group lasts for 12 months. 4. Functional currency The functional currency of the Company and its domestic subsidiaries is Renminbi (“RMB”). Overseas subsidiaries of the Company recognise U.S. dollar (“USD” or “US$”), Japanese yen (“JPY”), Euro (“EUR”) and South Korean Won (“KRW”) as their respective functional currency according to the general economic environment in which these subsidiaries operate. The Group prepares the financial statements in RMB. 5. Preparation of consolidated financial statements (1) Scope of consolidation The scope of consolidation of the consolidated financial statements is determined on the basis of control. The term “control” refers to the fact that the Company has power over the investee and is entitled to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of those returns. A subsidiary is an entity controlled by the Company (including an enterprise, a separable part of an investee, a structured entity, etc.). (2) Basis for preparation of the consolidated financial statements The consolidated financial statements are prepared by the Company based on the financial statements of the Company and its subsidiaries and other relevant information. In preparing the consolidated financial statements, the accounting policies and accounting periods of the Company and its subsidiaries shall be consistent, and intra-company significant transactions and balances are eliminated. A subsidiary and its business acquired through a business combination involving entities under common control during the reporting period shall be included in the scope of the consolidation of the Company from the date of being controlled by the ultimate controlling party, and its operating results and cash flows from the date of being controlled by the ultimate controlling party are included in the consolidated income statement and the consolidated cash flow statement, respectively. For a subsidiary and its business acquired through a business combination involving entities not under common control during the reporting period, its income, expenses and profits are included in the consolidated income statement, and cash flows are included in the consolidated cash flow statement from the acquisition date to the end of the reporting period. The shareholders’ equity of the subsidiaries that is not attributable to the Company is presented under shareholders’ equity in the consolidated balance sheet as minority interest. The portion of net profit or loss of subsidiaries for the period attributable to minority interest is presented in the consolidated income statement under the “profit or loss of minority interest”. When the amount of loss attributable to the minority shareholders of a subsidiary exceeds the minority shareholders’ portion of the opening balance of owners’ equity of the subsidiary, the excess amount shall be allocated against minority interest. 2020 ANNUAL REPORT 169 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 5. Preparation of consolidated financial statements (Cont’d) (3) Accounting treatment for loss of control over subsidiaries For the loss of control over a subsidiary due to disposal of a portion of the equity investment or other reasons, the remaining equity is measured at fair value on the date when the control is lost. The difference arising from the sum of consideration received for disposal of equity interest and the fair value of remaining equity interest over the sun of the share of the carrying amount of net assets of the former subsidiary calculated continuously from the purchase date based on the shareholding percentage before disposal and the goodwill is recognised as investment income in the period when the control is lost. Other comprehensive income related to equity investment in the former subsidiary shall be transferred to current profit or loss at the time when the control is lost, except for other comprehensive income arising from changes in net assets or net liabilities due to remeasurement of defined benefit plan by the investee. 6. Classification of joint arrangements and accounting treatment for joint ventures A joint arrangement refers to an arrangement of two or more parties have joint control. The joint arrangements of the Group comprise joint operations and joint ventures. (1) Joint operations Joint operations refer to a joint arrangement during which the Group is entitled to relevant assets and obligations of this arrangement. The Group recognises the following items in relation to its interest in a joint operation and accounts for them in accordance with the relevant ASBEs: A. the assets held solely by it and assets held jointly according to its share; B. the liabilities assumed solely by it and liabilities assumed jointly according to its share; C. the revenue from sale of output from joint operations; D. the revenue from sale of output from joint operations according to its share; E. the fees solely incurred by it and fees incurred from joint operations according to its share. (2) Joint ventures Joint ventures refer to a joint arrangement during which the Company only is entitled to net assets of this arrangement. The Group accounts for its investments in joint ventures in accordance with the requirements relating to accounting treatment using equity method for long-term equity investments. 170 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 7. Standards for recognising cash and cash equivalents Cash refers to cash on hand and deposits readily available for payment purpose. Cash equivalents refer to short-term and highly liquid investments held by the Group which are readily convertible into known amount of cash and which are subject to insignificant risk of value change. 8. Foreign currency operations and translation of statements denominated in foreign currency (1) Foreign currency operations The foreign currency operations of the Group are translated into the functional currency at the prevailing spot exchange rate on the date of exchange, i.e. usually the middle price of RMB exchange rate published by the People’s Bank of China on that date in general and the same hereinafter. On the balance sheet date, foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date. The exchange difference arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate upon initial recognition or the last balance sheet date will be recognised in profit or loss for the period. The foreign currency non-monetary items measured at historical cost shall still be measured by the functional currency translated at the spot exchange rate on the date of the transaction. Foreign currency non-monetary items measured at fair value are translated at the spot exchange rate on the date of determination of the fair value. The difference between the amounts of the functional currency before and after the translation will be recognised in profit or loss for the period. (2) Translation of financial statements denominated in foreign currency When translating the financial statements denominated in foreign currency of overseas subsidiaries, assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date; owner’s equity items except for “retained profit” are translated at the spot exchange rates at the dates on which such items arose. Income and expenses items in the income statement are translated at the average exchange rate for the period in which the transaction occurred. All items in the cash flow statements shall be translated at the average exchange rate for the period in which the cash flow transaction occurred. Effects arising from changes of exchange rate on cash shall be presented separately as the “effect of foreign exchange rate changes on cash and cash equivalents” item in the cash flow statements. The differences arising from translation of financial statements shall be included in the “other comprehensive income” item in owners’ equity in the balance sheet. On disposal of foreign operations and loss of control, exchange differences arising from the translation of financial statements denominated in foreign currencies related to the disposed foreign operations which has been included in owners’ equity in the balance sheet, shall be transferred to profit or loss in whole or in proportionate share in the period in which the disposal took place. 2020 ANNUAL REPORT 171 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments A financial instrument is a contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. (1) Recognition and derecognition of financial instruments Financial asset or financial liability will be recognised when the Group became one of the parties under a financial instrument contract. Financial asset that satisfied any of the following criteria shall be derecognised: the contract right to receive the cash flows of the financial asset has terminated; the financial asset has been transferred and meets the derecognition criteria for the transfer of financial asset as described below. A financial liability (or a part thereof) is derecognised only when the present obligation is discharged in full or in part. If an agreement is entered between the Group (debtor) and a creditor to replace the existing financial liabilities with new financial liabilities, and the contractual terms of the new financial liabilities are substantially different from those of the existing financial liabilities, the existing financial liabilities shall be derecognised and the new financial liabilities shall be recognised. Conventionally traded financial assets shall be recognised and derecognised at the trading date. (2) Classification and measurement of financial assets The Group classifies the financial assets according to the business model for managing the financial assets and characteristics of the contractual cash flows as follows: financial assets measured at amortised cost, financial assets measured at fair value through other comprehensive income, and financial assets measured at fair value through profit or loss. Financial assets measured at amortised cost A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as measured at fair value through other comprehensive income: The Group’s business model for managing such financial assets is to collect contractual cash flows; The contractual terms of the financial asset stipulate that cash flows generated on specific dates are solely payments of principal and interest on the principal amount outstanding. Subsequent to initial recognition, such financial assets are measured at amortised cost using the effective interest method. A gain or loss on a financial asset that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss for the current period when the financial asset is derecognised, amortised using the effective interest method or with impairment recognised. 172 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (2) Classification and measurement of financial assets (Cont’d) Financial assets measured at fair value through other comprehensive income A financial asset is classified as measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated as measured at fair value through profit or loss: The Group’s business model for managing such financial assets is achieved both by collecting collect contractual cash flows and selling such financial assets; The contractual terms of the financial asset stipulate that cash flows generated on specific dates are solely payments of principal and interest on the principal amount outstanding. Subsequent to initial recognition, such financial assets are subsequently measured at fair value. Interest calculated using the effective interest method, impairment losses or gains and foreign exchange gains and losses are recognised in profit or loss for the current period, and other gains or losses are recognised in other comprehensive income. On derecognition, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from other comprehensive income to profit or loss. Financial assets measured at fair value through profit or loss The Group classifies the financial assets other than those measured at amortised cost and measured at fair value through other comprehensive income as financial assets measured at fair value through profit or loss. Upon initial recognition, the Group irrevocably designates certain financial assets that are required to be measured at amortised cost or at fair value through other comprehensive income as financial assets measured at fair value through profit or loss in order to eliminate or significantly reduce accounting mismatch. Upon initial recognition, such financial assets are measured at fair value. Except for those held for hedging purposes, gains or losses (including interests and dividend income) arising from such financial assets are recognised in the profit or loss for the current period. The business model for managing financial assets refers to how the Group manages its financial assets in order to generate cash flows. That is, the Group’s business model determines whether cash flows will result from collecting contractual cash flows, selling financial assets or both. The Group determines the business model for managing financial assets on the basis of objective facts and specific business objectives for managing financial assets determined by key management personnel. The Group assesses the characteristics of the contractual cash flows of financial assets to determine whether the contractual cash flows generated by the relevant financial assets on a specific date are solely payments of principal and interest on the principal amount outstanding. The principal refers to the fair value of the financial assets at the initial recognition. Interest includes consideration for the time value of money, for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks, costs and profits. In addition, the Group evaluates the contractual terms that may result in a change in the time distribution or amount of contractual cash flows from a financial asset to determine whether it meets the requirements of the above contractual cash flow characteristics. 2020 ANNUAL REPORT 173 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (2) Classification and measurement of financial assets (Cont’d) Financial assets measured at fair value through profit or loss (Cont’d) All affected financial assets are reclassified on the first day of the first reporting period following the change in the business model where the Group changes its business model for managing financial assets; otherwise, financial assets shall not be reclassified after initial recognition. Financial assets are measured at fair value upon initial recognition. For financial assets measured at fair value through profit or loss, relevant transaction costs are directly recognised in profit or loss for the current period. For other categories of financial assets, relevant transaction costs are included in the amount initially recognised. Accounts receivable arising from sales of goods or rendering services or without significant financing component, are initially recognised based on the transaction price expected to be entitled by the Group. (3) Classification and measurement of financial liabilities At initial recognition, financial liabilities of the Group are classified as financial liabilities measured at fair value through profit or loss and financial liabilities measured at amortised cost. For financial liabilities not classified as measured at fair value through profit or loss, relevant transaction costs are included in the amount initially recognised. Financial liabilities measured at fair value through profit or loss Financial liabilities measured at fair value through profit or loss comprise financial liabilities held for trading and financial liabilities designated as measured at fair value through profit or loss upon initial recognition. Such financial liabilities are subsequently measured at fair value, and the gains or losses from the change in fair value and the dividend or interest expenses related to the financial liabilities are included in the profit or loss of the current period. Financial liabilities measured at amortised cost Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, and the gains or losses arising from derecognition or amortisation are recognised in profit or loss for the current period. 174 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (3) Classification and measurement of financial liabilities (Cont’d) Classification between financial liabilities and equity instruments A financial liability is a liability if: it has a contractual obligation to pay in cash or other financial assets to other parties. it has a contractual obligation to exchange financial assets or financial liabilities under potential adverse condition with other parties. it is a non-derivative instrument contract which will or may be settled with the entity’s own equity instruments, and the entity will deliver a variable number of its own equity instruments according to such contract. it is a derivative instrument contract which will or may be settled with the entity’s own equity instruments, except for a derivative instrument contract that exchanges a fixed amount of cash or other financial asset with a fixed number of its own equity instruments. Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. If the Group cannot unconditionally avoid the performance of a contractual obligation by paying cash or delivering other financial assets, the contractual obligation meets the definition of financial liabilities. Where a financial instrument must or may be settled with the Group’s own equity instruments, the Group’s own equity instruments used to settle such instrument should be considered as to whether it is as a substitute for cash or other financial assets or for the purpose of enabling the holder of the instrument to be entitled to the remaining interest in the assets of the issuer after deducting all of its liabilities. For the former, it is a financial liability of the Group; for the latter, it is the Group’s own equity instruments. (4) Derivative financial instruments The Group’s derivative financial instruments are mainly forward foreign exchange contracts, which are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured at their fair value. A derivative financial instrument is recognised as an asset when the fair value is positive and as a liability when the fair value is negative. Any gain or loss arising from changes in fair value and not complying with the accounting requirements on hedging shall be recognised in profit or loss for current period. (5) Fair value of financial instruments The methods for determining the fair value of the financial assets or financial liabilities are set out in Note V. 10. 2020 ANNUAL REPORT 175 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (6) Impairment of financial assets The Group makes provision for impairment based on expected credit losses (ECLs) on the following items: Financial assets measured at amortised cost; Debt investments measured at fair value through other comprehensive income; Measurement of ECLs ECLs are the weighted average of credit losses of financial instruments weighted by the risk of default. Credit losses refer to the difference between all contractual cash flows receivable according to the contract and discounted according to the original effective interest rate and all cash flows expected to be received, i.e. the present value of all cash shortages. The Group takes into account reasonable and well-founded information such as past events, current conditions and forecasts of future economic conditions, and calculates the probability-weighted amount of the present value of the difference between the cash flows receivable from the contract and the cash flows expected to be received weighted by the risk of default. The Group measures ECLs of financial instruments at different stages. If the credit risk of the financial instrument did not increase significantly upon initial recognition, it is at the first stage, and the Group makes provision for impairment based on the ECLs within the next 12 months; if the credit risk of a financial instrument increased significantly upon initial recognition but has not yet incurred credit impairment, it is at the second stage, and the Group makes provision for impairment based on the lifetime ECLs of the instrument; if the financial instrument incurred credit impairment upon initial recognition, it is at the third stage, and the Group makes provision for impairment based on the lifetime ECLs of the instrument. For financial instruments with low credit risk on the balance sheet date, the Group assumes that the credit risk did not increase significantly upon initial recognition, and makes provision for impairment based on the ECLs within the next 12 months. Lifetime ECLs represent the ECLs resulting from all possible default events over the expected life of a financial instrument. The 12-month ECLs are the ECLs resulting from possible default events on a financial instrument within 12 months (or a shorter period if the expected life of the financial instrument is less than 12 months) after the balance sheet date, and is a portion of lifetime ECLs. The maximum period to be considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk, including renewal options. For the financial instruments at the first and second stages and with low credit risks, the Group calculates the interest income based on the book balance and the effective interest rate before deducting the impairment provisions. For financial instruments at the third stage, interest income is calculated based on the amortised cost after deducting impairment provisions made from the book balance and the effective interest rate. For bills receivable, accounts receivable and contract assets, regardless of whether there is a significant financing component, the Group always makes provision for impairment at an amount equal to lifetime ECLs. 176 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (6) Impairment of financial assets (Cont’d) Measurement of ECLs (Cont’d) When the Group is unable to assess the information of ECLs for an individual financial asset at a reasonable cost, it classifies bills receivable and accounts receivable into portfolios based on the credit risk characteristics, and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows: A. Bills receivable Bills receivable portfolio 1: Bank acceptance bills Bills receivable portfolio 2: Commercial acceptance bills B. Accounts receivable Accounts receivable portfolio 1: Factoring receivables Accounts receivable portfolio 2: Receivables from non-related party customers Accounts receivable portfolio 3: Due from related party customers For bills receivable classified as a portfolio, the Group refers to the historical credit loss experience, combined with the current situation and the forecast of future economic conditions, to calculate the ECLs based on default risk exposure and lifetime ECL rate. For accounts receivable classified as a portfolio, the Group refers to the historical credit loss experience, combined with the current situation and the forecast of future economic conditions, to prepare a comparison table of the ageing/overdue days of accounts receivable and the lifetime ECL rate to calculate the ECLs. Other receivables The Group classifies other receivables into portfolios based on credit risk characteristics, and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows: Other receivables portfolio 1: Amount due from government authorities Other receivables portfolio 2: Amount due from related parties Other receivables portfolio 3: Other receivables For other receivables classified as a portfolio, the Group calculates the ECLs based on default risk exposure and the ECL rate over the next 12 months or the entire lifetime. 2020 ANNUAL REPORT 177 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (6) Impairment of financial assets (Cont’d) Long-term receivables The Group’s long-term receivables include finance lease receivables and deposits receivable. The Group classifies the finance lease receivables, deposits receivable and other receivables into portfolios based on the credit risk characteristics, and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows: A. Finance lease receivables Finance lease receivables portfolio 1: Receivables not past due Finance lease receivables portfolio 2: Overdue receivables B. Other long-term receivables Other long-term receivables portfolio 1: Deposits receivable Other long-term receivables portfolio 2: Other receivables For deposits receivable and other receivables, the Group refers to the historical credit loss experience, combined with the current situation and the forecast of future economic conditions, and calculates the ECLs based on default risk exposure and lifetime ECL rate. Except for those of finance lease receivables and deposits receivable, the ECLs of other receivables and long-term receivables classified as a portfolio are measured based on default risk exposure and ECL rate over the next 12 months or the entire lifetime. Debt investments and other debt investments For debt investments and other debt investments, the Group measures the ECLs based on the nature of the investment, the types of counterparty and risk exposure, and default risk exposure and ECL rate within the next 12 months or the entire lifetime. Assessment of significant increase in credit risk In assessing whether the credit risk of a financial instrument has increased significantly upon initial recognition, the Group compares the risk of default of the financial instrument at the balance sheet date with that at the date of initial recognition to determine the relative change in risk of default within the expected lifetime of the financial instrument. In determining whether the credit risk has increased significantly upon initial recognition, the Group considers reasonable and well-founded information, including forward-looking information, which can be obtained without unnecessary extra costs or efforts. Information considered by the Group includes: The debtor’s failure to make payments of principal and interest on their contractually due dates; 178 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (6) Impairment of financial assets (Cont’d) Assessment of significant increase in credit risk (Cont’d) An actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if any); An actual or expected significant deterioration in the operating results of the debtor; Existing or expected changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Group. Depending on the nature of the financial instruments, the Group assesses whether there has been a significant increase in credit risk on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on their common credit risk characteristics, such as past due information and credit risk ratings. The Group determines that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. Credit-impaired financial assets At balance sheet date, the Group assesses whether financial assets measured at amortised cost and debt investments measured at fair value through other comprehensive income are credit-impaired. A financial asset is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable events: Significant financial difficulty of the issuer or debtor; A breach of contract by the debtor, such as a default or delinquency in interest or principal payments; For economic or contractual reasons relating to the debtor’s financial difficulty, the Group having granted to the debtor a concession that would not otherwise consider; It becoming probable that the debtor will enter bankruptcy or other financial reorganisation; The disappearance of an active market for that financial asset because of financial difficulties of the issuer or debtor. Presentation of provisions for ECLs ECLs are remeasured at each balance sheet date to reflect changes in the financial instrument’s credit risk upon initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss for the current period. For financial assets measured at amortised cost, the provisions of impairment is deducted from the carrying amount of the financial assets presented in the balance sheet; for debt investments at fair value through other comprehensive income, the Group makes provisions of impairment in other comprehensive income without reducing the carrying amount of the financial asset. 2020 ANNUAL REPORT 179 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 9. Financial instruments (Cont’d) (6) Impairment of financial assets (Cont’d) Write-offs The book balance of a financial asset is directly written off to the extent that there is no realistic prospect of recovery of the contractual cash flows of the financial asset (either partially or in full). Such write-off constitutes derecognition of such financial asset. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. If a write-off of financial assets is later recovered, the recovery is credited to profit or loss in the period in which the recovery occurs. (7) Transfer of financial assets Transfer of financial assets refers to the transfer or delivery of financial assets to another party other than the issuer of such financial assets (the transferee). If the Group transfers substantially all the risks and rewards of ownership of the financial asset to the transferee, the financial asset shall be derecognised. If the Group retains substantially all the risks and rewards of ownership of a financial asset, the financial asset shall not be derecognised. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, it accounts for the transaction as follows: if the Group does not retain control, it derecognises the financial asset and recognises any resulting assets or liabilities; if the control over the financial asset is not waived, the relevant financial asset is recognised according to the extent of its continuing involvement in the transferred financial asset and the relevant liability is recognised accordingly. (8) Offset of financial assets and financial liabilities If the Group owns the legitimate rights of offsetting the recognised financial assets and financial liabilities, which are enforceable currently, and the Group plans to realise the financial assets or to clear off the financial liabilities on a net amount basis or simultaneously, the net amount of financial assets and financial liabilities shall be presented in the balance sheet upon offsetting. Otherwise, financial assets and financial liabilities are presented separately in the balance sheet without offsetting. 180 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 10. Fair value measurement The fair value refers to the price that will be received when selling an asset or the price to be paid to transfer a liability in an orderly transaction between market participants on the date of measurement. The Group measures the relevant assets or liabilities at fair value, assuming that the orderly transaction of selling the assets or transferring the liabilities is conducted in the main market of the relevant assets or liabilities; in the absence of the main market, the Group assumes that the transaction is conducted in the most advantageous market for the relevant asset or liability. The main (or the most advantageous) market must be accessible to by the Group on the measurement date. The Group uses assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. For financial assets or financial liabilities exist in an active market, fair value is determined based on the quoted price in such market. While financial instruments do not exist in an active market, the fair value is determined using valuation techniques. Fair value measurement for a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its best use or by selling it to another market participant that would use the asset in its best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, and gives priority to relevant observable inputs. Unobservable inputs are used only when relevant observable inputs are not accessible or the access to which is impracticable. All assets and liabilities measured at fair value or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 inputs are available quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 inputs are inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group re-assess them at each balance sheet date to determine whether transfers have occurred between levels in the hierarchy. 2020 ANNUAL REPORT 181 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 11. Inventories (1) Classification of inventories Inventories of the Group mainly include raw materials, work in progress, goods in stock, development products and consumable biological assets, etc. (2) Pricing of inventories dispatched Inventories of the Group are measured at their actual cost when obtained. Cost of raw materials, goods in stock and others will be calculated with weighted average method when being dispatched. Consumable biological assets refer to biological assets held-for-sale which include growing timber. Consumable biological assets without a stock are stated at historical cost at initial recognition, and subsequently measured at fair value when there is a stock. Changes in fair values shall be recognised as profit or loss in the current period. The cost of self-planting, self-cultivating consumable biological assets is the necessary expenses directly attributable to such assets prior to canopy closure, including borrowing costs eligible for capitalisation. Subsequent expenses such as maintenance cost incurred after canopy closure shall be included in profit or loss for the current period. The cost of consumable biological assets shall, at the time of harvest or disposal, be carried forward at carrying amount using the stock volume proportion method. (3) Recognition of net realisable value of inventories and provision for inventory impairment Net realisable value of inventories refers to the amount of the estimated price of inventories less the estimated cost incurred upon completion, estimated sales expenses and taxes and levies. The realisable value of inventories shall be determined on the basis of definite evidence, purpose of holding the inventories and effect of after-balance-sheet-date events. At the balance sheet date, provision for inventory impairment is made when the cost is higher than the net realisable value. The Group usually makes provision for inventory impairment based on categories of inventories. At the balance sheet date, in case the factors causing inventory impairment no longer exists, the original provision for inventory impairment shall be reversed. (4) Inventory stock taking system The Group implements permanent inventory system as its inventory stock taking system. (5) Amortisation of low-value consumables and packaging materials The low-value consumables of the Group are amortised when issued for use. Packaging materials for turnover are amortised when issued for use. 182 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 12. Held for sale and discontinued operations (1) Classification and measurement of non-current assets or disposal groups held for sale A non-current asset or disposal group is classified as held for sale if its carrying amount will be recovered principally through a sale transaction (including a non-monetary asset exchange with commercial substance) rather than through continuing use. The aforesaid non-current asset does not include the investment property subsequently measured at fair value, the biological assets measured at the net amount of the fair value deducting the sales expense, the assets generated from remuneration, financial assets, deferred income tax assets and rights from insurance contract. A disposal group is a group of assets to be disposed of together as a whole by sale or other means in a transaction, and liabilities directly associated with those assets that will be transferred in the transaction. In certain circumstances, the disposal group includes the goodwill acquired in the business combination. A non-current asset or a disposal group is classified as held for sale if it meets all of the following conditions: the non-current asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset or disposal group; the sale is highly probable, i.e. a sale plan has been resolved and a firm purchase commitment has been obtained, and the sale is expected to be completed within one year. When the Group loses control of a subsidiary due to reasons such as disposal of investment in a subsidiary, regardless of whether the Group retains part of the equity investment after the disposal, when the investment in a subsidiary intended to be disposed of meets the conditions for classification as held for sale, the investment in a subsidiary is classified as held for sale as a whole in the separate financial statements, and all assets and liabilities of the subsidiary are classified as held for sale in the consolidated financial statements. When the non-current assets or disposal groups held for sale are initially measured or remeasured at the balance sheet date, the excess of the carrying amount over the net amount of the fair value less selling expenses is recognised as asset impairment loss. For the amount of impairment loss recognised on disposal groups held for sale, the carrying amount of the goodwill of the disposal group shall be offset against first, and then be offset against the carrying amount of non-current assets according to the proportion of the carrying amount of non-current assets. If the net amount of the fair value of the non-current assets or disposal groups held for sale less the selling expenses increases on the subsequent balance sheet date, the amount previously written down shall be recovered and reversed in the amount of asset impairment loss recognised after be classified as held for sale, and the reversed amount shall be included in the current profit and loss. The carrying amount of goodwill written off shall not be reversed. Non-current assets held for sale and assets in disposal group held for sale are not depreciated or amortised. Interest and other expenses of a disposal group classified as held for sale continue to be recognised. For all or part of an investment in an associate or a joint venture that is classified as held for sale, the part of being classified as held for sale shall cease to be accounted for using the equity method, while any retained portion (not classified as held for sale) shall continue to be accounted for using the equity method; The Group ceases to use the equity method from the date when the Group ceases to have significant influence over an associate or a joint venture. If a non-current asset or disposal group is classified as held for sale but subsequently no longer meets the criteria for being classified as held for sale, the Group shall cease to classify it as held for sale and measure it at the lower of: he carrying amount of the asset or disposal group before being classified as held for sale is adjusted by the depreciation, amortisation or impairment that would have been recognised if the asset or disposal group had not been classified as held for sale; recoverable amount. 2020 ANNUAL REPORT 183 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 12. Held for sale and discontinued operations (Cont’d) (2) Discontinued operations A discontinued operation is a component of the Group that either has been disposed of or is classified as held for sale, and can be distinguished separately, and meets one of the following conditions: The component represents a separate major line of business or geographical area of operations. The component is part of a related plan to dispose of a separate major line of business or geographical area of operations. The component is a subsidiary acquired exclusively with a view to resale. (3) Presentation The Group presents the non-current assets held for sale or the assets in the disposal group held for sale as “assets held-for-sale” and the liabilities in the disposal group held for sale as “liabilities held-for-sale” in the balance sheet. The Group presents profit or loss from continuing operations and profit or loss from discontinued operations in the income statement. For non-current assets and disposal groups held for sale that do not meet the definition of discontinued operation, their impairment losses and reversal amounts and gains or losses are presented as profit or loss from continuing operations. Operating profit or loss such as impairment loss and reversal amount of discontinued operation and disposal gain or loss are presented as profit or loss from discontinued operation. Disposal groups that are intended to be closed for use rather than for sale and meet the conditions for the components in the definition of discontinued operations are presented as discontinued operations from the date of cessation of use. For the discontinued operations presented in the current period, the information originally presented as profit or loss from continuing operations in the current financial statements is re-presented as profit or loss from discontinued operations in the comparable accounting period. If the discontinued operations no longer meet the conditions for being classified of held-for-sale, the information originally presented as profit or loss from discontinued operations in the current financial statements shall be re-presented as profit or loss from continuing operations in the comparable accounting period. 184 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 13. Long-term equity investments Long-term equity investments include the equity investments in subsidiaries, joint ventures and associates. Associates of the Group are those investees that the Group imposes significant influence over. (1) Determination of initial investment cost Long-term equity investments acquired through business combinations: for a long-term equity investment acquired through a business combination involving enterprises under common control, the investment cost shall be the absorbing party’s share of the carrying amount of the owners’ equity under the consolidated financial statements of the ultimate controlling party on the date of combination. For a long-term equity investment acquired through a business combination involving enterprises not under common control, the investment cost of the long-term equity investment shall be the cost of combination. Long-term equity investments acquired through other means: for a long-term equity investment acquired by cash payment, the initial investment cost shall be the purchase cost actually paid; for a long-term equity investment acquired by issuing equity securities, the initial investment cost shall be the fair value of equity securities issued. (2) Subsequent measurement and method for profit or loss recognition Investments in subsidiaries shall be accounted for using the cost method. Except for the investments which meet the conditions of holding for sale, investments in associates and joint ventures shall be accounted for using the equity method. For a long-term equity investment accounted for using the cost method, the cash dividends or profits declared by the investees for distribution shall be recognised as investment gains and included in profit or loss for the current period, except the case of receiving the actual consideration paid for the investment or the declared but not yet distributed cash dividends or profits which is included in the consideration. For a long-term equity investment accounted for using the equity method, where the initial investment cost exceeds the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, no adjustment shall be made to the investment cost of the long-term equity investment. Where the initial investment cost is less than the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, adjustment shall be made to the carrying amount of the long-term equity investment, and the difference shall be charged to profit or loss for the current period. Under the equity method, investment gain and other comprehensive income shall be recognised based on the Company’s share of the net profits or losses and other comprehensive income made by the investee, respectively. Meanwhile, the carrying amount of long-term equity investment shall be adjusted. The carrying amount of long-term equity investment shall be reduced based on the Group’s share of profit or cash dividend distributed by the investee. In respect of the other movement of net profit or loss, other comprehensive income and profit distribution of investee, the carrying amount of long-term equity investment shall be adjusted and included in the capital reserves (other capital reserves). The Group shall recognise its share of the investee’s net profits or losses based on the fair values of the investee’s individual separately identifiable assets at the time of acquisition, after making appropriate adjustments thereto according to the accounting policies and accounting periods of the Group. 2020 ANNUAL REPORT 185 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 13. Long-term equity investments (Cont’d) (2) Subsequent measurement and method for profit or loss recognition (Cont’d) For additional equity investment made in order to obtain significant influence or common control over investee without resulted in control, the initial investment cost under the equity method shall be the aggregate of fair value of previously held equity investment and additional investment cost on the date of transfer. The difference between the fair value and carrying amount of previously held equity investment on the date of transfer and the accumulated change in fair value originally included in other comprehensive income shall be recognised in the profit or loss for the current period under the equity method. In the event of loss of common control or significant influence over investee due to partial disposal of equity investment, the remaining equity interest after disposal shall be accounted for according to the Accounting Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments. The difference between its fair value and carrying amount shall be included in profit or loss for the current period. In respect of other comprehensive income recognised under previous equity investment using equity method, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by investee at the time when equity method was ceased to be used. Movement of other owners’ equity related to the previous equity investment shall be transferred to profit or loss for the current period. In the event of loss of control over investee due to partial disposal of equity investment, the remaining equity interest which can apply common control or impose significant influence over the investee after disposal shall be accounted for using equity method. Such remaining equity interest shall be treated as accounting for using equity method since it is obtained and adjustment was made accordingly. For the remaining equity interest which cannot apply common control or impose significant influence over the investee after disposal, it shall be accounted for using the Accounting Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments. The difference between its fair value and carrying amount as at the date of losing control shall be included in profit or loss for the current period. If the shareholding ratio of the Group is reduced due to the capital increase of other investors, and as a result, the Company loses the control of but still can apply common control or impose significant influence over the investee, the net asset increase due to the capital increase of the investee attributable to the Company shall be recognised according to the new shareholding ratio, and the difference with the original carrying amount of the long-term equity investment corresponding to the shareholding ratio reduction part that should be carried forward shall be recorded in the profit or loss for the current period; and then it shall be adjusted according to the new shareholding ratio as if equity method is used for accounting when acquiring the investment. In respect of the transactions between the Group and its associates and joint ventures, the share of unrealised gain or loss arising from internal transactions shall be eliminated by the portion attributable to the Group. Investment gain shall be recognised accordingly. However, any unrealised loss arising from internal transactions between the Group and an investee is not eliminated to the extent that the loss is impairment loss of the transferred assets. 186 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 13. Long-term equity investments (Cont’d) (3) Basis for determining the common control and significant influence on the investee Common control is the contractually agreed sharing of control over an arrangement, which relevant activities of such arrangement must be decided by unanimously agreement from parties who share control. When determining if there is any common control, it should first be identified if the arrangement is controlled by all the participants or the group consisting of the participants, and then determined if the decision on the arranged activity can be made only with the unanimous consent of the participants sharing the control. If all the participants or a group of participants can only decide the relevant activities of certain arrangement through concerted action, it can be considered that all the participants or a group of participants share common control on the arrangement. If there are two or more participant groups that can collectively control certain arrangement, it does not constitute common control. When determining if there is any common control, the relevant protection rights will not be taken into account. Significant influence is the power of the investor to participate in the financial and operating policy decisions of an investee, but to fail to control or joint control the formulation of such policies together with other parties. When determining if there is any significant influence on the investee, the influence of the voting shares of the investee held by the investor directly and indirectly and the potential voting rights held by the investor and other parties which are exercisable in the current period and converted to the equity of the investee, including the warrants, stock options and convertible bonds that are issued by the investee and can be converted in the current period, shall be taken into account. When the Group holds directly or indirectly through the subsidiary 20% (inclusive) to 50% of the voting shares of the investee, it is generally considered to have significant influence on the investee, unless there is concrete evidence to prove that it cannot participate in the production and operation decision-making of the investee and cannot pose significant influence in this situation. When the Group owns less than 20% of the voting shares of the investee, it is generally considered that it has not significantly influenced on the investee, unless there is concrete evidence to prove that it can participate in the production and operation decision-making of the investee and cannot pose significant influence in this situation. (4) Method for impairment test and measurement of impairment provision For the method for making impairment provision for the investment in subsidiaries, associates and joint ventures, please refer to Note V. 21. 14. Investment property Measurement of investment property Measurement using the cost method Depreciation or amortisation method Investment property refers to real estate held to earn rentals or for capital appreciation, or both. The investment property of the Group includes leased land use rights, land use rights held for sale after appreciation, and leased buildings. The investment property of the Group is measured initially at cost upon acquisition, and subject to depreciation or amortisation in the relevant periods according to the relevant provisions on fixed assets or intangible assets. 2020 ANNUAL REPORT 187 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 14. Investment property (Cont’d) For the method for making impairment provision for the investment property adopted cost method for subsequent measurement, please refer to Note V. 20. When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related tax and surcharges is recognised in profit or loss for the current period. 15. Fixed assets (1) Conditions for recognition Fixed assets of the Group are tangible assets that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and have a useful life of more than one accounting year. Fixed assets are recognised only if the Company is very likely to receive economic benefits from the asset and its cost can be measured reliably. A fixed asset of the Group shall be initially measured at actual cost when acquired. (2) Depreciation method Useful lives of Estimated Annual Depreciation depreciation residual value depreciation Category method (Year) (%) rate (%) Housing and building structure Straight-line method 20-40 5-10 2.25-4.75 Machinery and equipment Straight-line method 8-20 5-10 4.50-11.88 Transportation equipment Straight-line method 5-8 5-10 11.25-19.00 Electronic equipment and others Straight-line method 5 5-10 18.00-19.00 The Group adopts the straight-line method for depreciation. Provision for depreciation will be started when the fixed asset reaches its expected usable state, and stopped when the fixed asset is derecognised or classified as a non-current asset held for sale. Without regard to the depreciation provision, the Group determines the depreciation rate by category, estimated useful lives and estimated residual value of the fixed assets. Where, for the fixed assets for which depreciation provision is made, to determine the depreciation rate, the accumulated amount of the fixed asset depreciation provision that has been made shall be deducted. (3) The impairment test method and impairment provision method of the fixed assets are set out in Note V. 21. (4) The Group will recheck the useful lives, estimated net residual value and depreciation method of the fixed assets at the end of each year. When there is any difference between the useful lives estimate and the originally estimated value, the useful lives of the fixed asset shall be adjusted. When there is any difference between the estimated net residual value estimate and the originally estimated value, the estimated net residual value of the fixed asset shall be adjusted. (5) Overhaul expense For the overhaul expense incurred by the Group during the regular inspection on the fixed assets, if there is concrete evidence to prove that it meets the fixed asset recognition condition, it shall be included in the cost of fixed asset; if it does not meet the fixed asset recognition condition, it shall be included in the profit or loss for the current period. The depreciation of fixed assets shall be continued in the intervals of the regular overhaul of the fixed asset. 188 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 16. Construction in progress Construction in progress of the Group is recognised based on the actual construction cost, including all necessary expenditures incurred for construction projects, capitalised borrowing costs for the construction in progress before it has reached the working condition for its intended use, and other related expenses during the construction period. A construction in progress is reclassified to fixed assets when it has reached the working condition for its intended use. The method for impairment provision of construction in progress is set out in Note V. 21. 17. Materials for project The materials for project of the Group refer to various materials prepared for construction in progress, including construction materials, equipment not yet installed and tools for production. The purchased materials for project are measured at cost, and the planning materials for project are transferred to construction in progress. After the completion of the project, the remaining materials for project are transferred to inventory. The method for impairment provision of materials for project is set out in Note V. 21. The closing balance of materials for project is presented as “construction in progress” item in the balance sheet. 18. Borrowing costs (1) Recognition principle for the capitalisation of the borrowing costs The borrowing costs incurred by the Group directly attributable to the acquisition, construction or production of a qualifying asset will be capitalised and included in the cost of relevant asset. Other borrowing costs will be recognised as expenses when incurred according to the incurred amount, and included in the profit or loss for the current period. When the borrowing costs meet all the following conditions, capitalisation shall be started: The capital expenditure has been incurred, which includes the expenditure incurred by paying cash, transferring non-cash assets or undertaking interest-bearing liabilities for acquiring, constructing or producing the qualifying assets; The borrowing costs have been incurred; The acquisition, construction or production activity necessary for the asset to be ready for its intended use or sale has been started. 2020 ANNUAL REPORT 189 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 18. Borrowing costs (Cont’d) (2) Capitalisation period of borrowing costs When a qualifying asset acquired, constructed or produced by the Group is ready for its intended use or sale, the capitalisation of the borrowing costs shall discontinue. The borrowing costs incurred after a qualifying asset is ready for its intended use or sale shall be recognised as expenses when incurred according to the incurred amount, and included in the profit or loss for the current period. Capitalisation of borrowing costs shall be suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted abnormally, when the interruption is for a continuous period of more than 3 months. The capitalisation of the borrowing costs shall be continued in the normal interruption period. (3) Calculation methods for capitalisation rate and capitalisation amount of the borrowing costs Where funds are borrowed for a specific purpose, the amount of interest to be capitalised shall be the actual interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used into banks or any investment income on the temporary investment of those funds. Where funds are borrowed for general purpose, the Company shall determine the amount of interest to be capitalised on such borrowings by applying a capitalisation rate to the weighted average of the excess amounts of cumulative expenditures on the asset over and above the amounts of specific-purpose borrowings. The capitalisation rate shall be the weighted average of the interest rates applicable to the general-purpose borrowings. During the capitalisation period, exchange differences on a specific purpose borrowing denominated in foreign currency shall be capitalised. Exchange differences related to general-purpose borrowings denominated in foreign currency shall be included in profit or loss for the current period. 190 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 19. Intangible assets (1) Measurement method, useful life and impairment testing The intangible assets of the Group include land use rights, software and certificates of third party right. The intangible asset is initially measured at cost, and its useful life is determined upon acquisition. If the useful life is finite, the intangible asset will be amortised over the estimated useful life using the amortisation method that can reflect the estimated realisation of the economic benefits related to the asset, starting from the time when it is available for use. If it is unable to reliably determine the estimated realisation, straight-line method shall be adopted for amortisation. The intangible assets with uncertain useful life will not be amortised. The amortisation methods for the intangible assets with finite useful life are as follows: Type Useful life (year) Method of amortisation Remark Land use rights 50-70 Straight-line method Software 5-10 Straight-line method Certificates of third party right 3 Straight-line method The Group reviews the useful life and amortisation method of the intangible assets with finite useful life at the end of each year. If it is different from the previous estimates, the original estimates will be adjusted, and will be treated as a change in accounting estimate. If it is estimated on the balance sheet date that certain intangible asset can no longer bring future economic benefit to the company, the carrying amount of the intangible asset will be entirely transferred into the profit or loss for the current period. The impairment method for the intangible assets is set out in Note V. 21. 20. Research and development expenditure Research and development expenditure of the Group is divided into expenses incurred during the research phase and expenses incurred during the development phase. Expenses incurred during the research phase and the development phase are recognised in profit or loss in the current period. 2020 ANNUAL REPORT 191 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 21. Asset impairment Impairment of long-term equity investments in subsidiaries, associates and joint ventures, investment property, fixed assets, construction in progress, materials for project, right-of-use assets, intangible assets, goodwill and others (excluding inventories, deferred tax assets and financial assets) subsequently measured at cost is determined as follows: The Group determines if there is any indication of asset impairment as at the balance sheet date. If there is any evidence indicating that an asset may be impaired, recoverable amount shall be estimated for impairment test. Goodwill arising from business combinations, intangible assets with an indefinite useful life and intangible assets not ready for use will be tested for impairment annually, regardless of whether there is any indication of impairment. The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset. The Group estimates the recoverable amount of an individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the Group shall determine the recoverable amount of the asset group to which the asset belongs. The determination of an asset group is based on whether major cash inflows generated by the asset group are independent of the cash inflows from other assets or asset groups. When the recoverable amount of an asset or an asset group is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction amount is charged to profit or loss and an impairment provision is made accordingly. For the purpose of impairment test of goodwill, the carrying amount of goodwill acquired in a business combination is allocated to the relevant asset groups on a reasonable basis from the acquisition date; where it is difficult to allocate to the related asset groups, it is allocated to the combination of related asset groups. The related asset groups or combination of asset groups are those which can benefit from the synergies of the business combination and are not larger than the reportable segments identified by the Group. In the impairment test, if there is any indication that an asset group or a combination of asset groups related to goodwill may be impaired, the Group first tests the asset group or set of asset groups excluding goodwill for impairment, calculates the recoverable amount and recognises the corresponding impairment loss. An impairment test is then carried out on the asset group or combination of asset groups containing goodwill by comparing its carrying amount with its recoverable amount. If the recoverable amount is lower than the carrying amount, an impairment loss is recognised for goodwill. An impairment loss recognised shall not be reversed in a subsequent period. 22. Long-term prepaid expenses The long-term prepaid expenses incurred by the Group shall be recognised based on the actual cost, and evenly amortised over the estimated benefit period. For the long-term prepaid expense that cannot benefit the subsequent accounting periods, its value after amortisation shall be entirely included in the profit or loss for the current period. 192 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 23. Employee benefits (1) Scope of employee benefits Employee benefits are all forms of considerations or compensation given by an entity in exchange for services rendered by employees or for the termination of employment. Employee benefits include short-term staff remuneration, post-employment benefits, termination benefits and other long-term employee benefits. Employee benefits include benefits provided to employees’ spouses, children, other dependants, survivors of the deceased employees or to other beneficiaries. Employee benefits are presented as “employee benefits payable” and “long-term employee benefits payable” in the balance sheet, respectively, according to liquidity. (2) Short-term staff remuneration Employee wages or salaries actually incurred, bonuses, and social insurance contributions such as medical insurance, work injury insurance, maternity insurance, and housing fund, contributed at the applicable benchmarks and rates, are recognised as a liability as the employees provide services, with a corresponding charge to profit or loss or included in the cost of assets where appropriate. Where the payment of liability is expected not to be fully settled within 12 months after the end of the annual reporting period in which the employees render the related services, and the financial impact would be material, these liabilities are measured at their discounted values. (3) Post-employment benefits Post-employment benefit plans include defined contribution plans and defined benefit plans. A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate fund and the Group has no further obligations for payment. A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Defined contribution plans Defined contribution plans include basic pension insurance and unemployment insurance, both of which are operated and managed by the government authorities and are non-refundable, whereas the Company has no access nor any discretion after making contributions, and hence there were not any forfeited contributions as under paragraph 26(2) of appendix 16 of the Hong Kong Listing Rules for the financial year ended 31 December 2020. In other words, the Group did not forfeit any contributions on behalf of its employees who leave the plan prior to vesting fully in such contributions. Hence, there were no such an issue whether forfeited contributions may be used by the Group under paragraph 26(2) of appendix 16 of the Hong Kong Listing Rules for the Group. During the accounting period in which an employee provides service, the amount payable calculated according to the defined contribution plan is recognised as a liability and included in the profit or loss for the current period or the cost of relevant assets. (4) Termination benefits When the Group provides termination benefits to employees, employee benefits liabilities arising from termination benefits are recognised in profit or loss for the current period at the earlier of the following dates: when the Group cannot revoke unilaterally compensation for dismissal due to the cancellation of labour relationship plans and employee redundant proposals; the Group recognises cost and expenses related to payment of compensation for dismissal and restructuring. For the early retirement plans, economic compensations before the actual retirement date were classified as termination benefits. During the period from the date of cease of render of services to the actual retirement date, relevant wages and contribution to social insurance for the employees proposed to be paid are recognised in profit or loss on a one-off basis. Economic compensation after the official retirement date, such as normal pension, is accounted for as post-employment benefits. 2020 ANNUAL REPORT 193 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 23. Employee benefits (Cont’d) (5) Other long-term employee benefits Other long-term employee benefits provided by the Group to employees that meet the conditions for defined contribution plans are accounted for in accordance with the relevant provisions relating to defined contribution plans as stated above. If the conditions for defined benefit plans are met, the benefits shall accounted for in accordance with the relevant provisions relating to defined benefit plans, but the “changes arising from the remeasurement of the net liabilities or net assets of the defined benefit plans” in the relevant employee benefits shall be included in the current profit or loss or the relevant asset cost. 24. Provisions Obligations pertinent to the contingencies which satisfy the following conditions are recognised as provisions: (1) the obligation is a current obligation borne by the Group; (2) it is likely that an outflow of economic benefits from the Group will be resulted from the performance of the obligation; and (3) the amount of the obligation can be reliably measured. The provisions shall be initially measured based on the best estimate for the expenditure required for the performance of the current obligation, after taking into account relevant risks, uncertainties, time value of money and other factors pertinent to the contingencies. If the time value of money has significant influence, the best estimates shall be determined after discounting the relevant future cash outflow. The Group reviews the carrying amount of the provisions on the balance sheet date and adjust the carrying amount to reflect the current best estimates. If all or some expenses incurred for settlement of recognised provisions are expected to be borne by the third party, the compensation amount shall, on a recoverable basis, be recognised as asset separately, and compensation amount recognised shall not be more than the carrying amount of provisions. 25. Share-based payments and equity instruments (1) Category of share-based payment The Group’s share-based payment is either equity-settled or cash-settled. (2) Fair value of equity instruments For the existence of an active market for options and other equity instruments granted by the Group, the fair value is determined at the quoted price in the active market. For options and other equity instruments with no active market, option pricing model shall be used to estimate the fair value of the equity instruments. The following factors shall be taken into account using option pricing models: A. the exercise price of the option, B. the validity period of the option, C. the current market price of the share, D. the expected volatility of the share price, E. predicted dividend of the share, and F. risk-free rate of the option within the validity period. 194 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 25. Share-based payments and equity instruments (Cont’d) (3) Recognition of vesting of equity instruments based on the best estimate On each balance sheet date within the vesting period, the estimated number of equity instruments expected to vest is revised based on the best estimate made by the Group according to the latest available subsequent information as to changes in the number of employees with exercisable rights. On the vesting date, the final estimated number of equity instruments expected to vest should equal the actual number of equity instruments expected to vest. (4) Accounting treatment of implementation, modification and termination of share-based payment Equity-settled share-based payment shall be measured at the fair value of the equity instruments granted to employees. For those may immediately vest after the grant, the fair value of equity instrument at the grant date shall be included in the relevant costs or expenses, and the capital reserve shall be increased accordingly. If the right may not be exercised until the vesting period comes to an end or until the specified performance conditions are met, within the vesting period, the services obtained in the current period shall, based on the best estimate of the number of vested equity instruments, be included in the relevant costs or expenses and the capital reserve at the fair value of the equity instrument at the grant date. After the vesting period, relevant costs or expenses and total shareholders’ equity which have been recognised will not be adjusted. Cash-settled share-based payment shall be measured in accordance with the fair value of liability calculated and recognised based on the shares or other equity instruments undertaken by the Group. For those may immediately vest after the grant, the fair value of the liability undertaken by the Group shall, on the date of the grant, be included in the relevant costs or expenses, and the liabilities shall be increased accordingly. If the right may not be exercised until the vesting period comes to an end or until the specified performance conditions are met, within the vesting period, the services obtained in the current period shall, based on the best estimate of the information about the exercisable right, be included in the relevant costs or expenses and the corresponding liabilities at the fair value of the liability undertaken by the Group. For each of the balance sheet date and settlement date before the settlement of the relevant liabilities, fair value of the liabilities shall be remeasured and the changes will be included in the profit or loss for the current period. When there are changes in Group’s share-based payment plans, if the modification increases the fair value of the equity instruments granted, corresponding recognition of service increase in accordance with the increase in the fair value of the equity instruments; if the modification increases the number of equity instruments granted, the increase in fair value of the equity instruments is recognised as a corresponding increase in service achieved. Increase in the fair value of equity instruments refer to the difference between the fair values of the modified date. If the modification reduces the total fair value of shares paid or not conductive to the use of other employees share-based payment plans to modify the terms and conditions of service, it will continue to be accounted for in the accounting treatment, as if the change had not occurred, unless the Group cancelled some or all of the equity instruments granted. During the vesting period, if the cancelled equity instruments (except for failure to meet the conditions of the non-market vesting conditions) granted by the Group to cancel the equity instruments granted amount treated as accelerated vesting of the remaining period should be recognised immediately in profit or loss, while recognising capital reserves. If employees or other parties can choose to meet non-vesting conditions but they are not met in the vesting period, the Group will treat them as cancelled equity instruments granted. 2020 ANNUAL REPORT 195 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 26. Preference Shares, Perpetual Bonds and other financial instruments (1) Classification of financial liabilities and equity instruments Financial instruments issued by the Group are classified into financial assets, financial liabilities or equity instruments on the basis of the substance of the contractual arrangements and the economic nature not only its legal form, together with the definition of financial asset, financial liability and equity instruments on initial recognition. (2) Accounting treatment of Preference Shares, Perpetual Bonds and other financial instruments Financial instruments issued by the Group are initially recognised and measured in accordance with the financial instrument standards; thereafter, interest or dividends are accrued on each balance sheet date and accounted for in accordance with relevant specific ASBEs, i.e. to determine the accounting treatment for interest expenditure or dividend distribution of the instrument based on the classification of the financial instrument issued. For financial instruments classified as equity instruments, their interest expenses or dividend distributions are treated as profit distribution of the Group, and their repurchases and cancellations are treated as changes in equity; for financial instruments classified as financial liabilities, their interest expenses or dividend distribution are in principle accounted for with reference to borrowing costs, and the gains or losses arising from their repurchases or redemption are included in the profit or loss for the current period. For the transaction costs such as fees and commissions incurred by the Group for issuing financial instruments, if such financial instruments are classified as debt instruments and measured at amortised cost, they are included in the initial measured amount of the instruments issued; if such financial instruments are classified as equity instruments, they are deducted from equity. 27. Revenue (1) General principles The Group recognises revenue when it satisfies a performance obligation in the contract, i.e. when the customer obtains control of the relevant goods or services. Where a contract has two or more performance obligations, the Group allocates the transaction price to each performance obligation based on the percentage of respective unit price of goods or services guaranteed by each performance obligation, and recognises as revenue based on the transaction price that is allocated to each performance obligation. If one of the following conditions is fulfilled, the Group performs its performance obligation within a certain period; otherwise, it performs its performance obligation at a point of time: when the customer simultaneously receives and consumes the benefits provided by the Group when the Group performs its obligations under the contract; when the customer is able to control the goods in progress in the course of performance by the Group under the contract; when the goods produced by the Group under the contract are irreplaceable and the Group has the right to payment for performance completed to date during the whole contract term. 196 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 27. Revenue (Cont’d) (1) General principles (Cont’d) For performance obligations performed within a certain period, the Group recognises revenue by measuring the progress towards complete of that performance obligation within that certain period. When the progress of performance cannot be reasonably determined, if the costs incurred by the Group are expected to be compensated, the revenue shall be recognised at the amount of costs incurred until the progress of performance can be reasonably determined. For performance obligation performed at a point of time, the Group recognises revenue at the point of time at which the customer obtains control of relevant goods or services. To determine whether a customer has obtained control of goods or services, the Group considers the following indications: the Group has the current right to receive payment for the goods, which is when the customer has the current payment obligations for the goods; the Group has transferred the legal title of the goods to the customer, which is when the client possesses the legal title of the goods; the Group has transferred the physical possession of goods to the customer, which is when the customer obtains physical possession of the goods; the Group has transferred all of the substantial risks and rewards of ownership of the goods to the customer, which is when the customer obtain all of the substantial risks and rewards of ownership of the goods to the customer; the customer has accepted the goods; other information indicates that the customer has obtained control of the goods. The Group’s right to consideration in exchange for goods or services that the Group has transferred to customers (and such right depends on factors other than passage of time) is accounted for as contract assets, and contract assets are subject to impairment based on ECLs. The Group’s unconditional right to receive consideration from customers (only depends on passage of time) is accounted for as accounts receivable. The Group’s obligation to transfer goods or services to customers for which the Group has received or should receive consideration from customers is accounted for as contract liabilities. Contract assets and contract liabilities under the same contract are presented on a net basis. Where the net amount has a debit balance, it is presented in “contract assets” or “other non-current assets” according to its liquidity. Where the net amount has a credit balance, it is presented in “contract liabilities” or “other non-current liabilities” according to its liquidity. 2020 ANNUAL REPORT 197 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 27. Revenue (Cont’d) (2) Specific methods Specific method for revenue recognition of machine-made paper business of the Group: in terms of domestic sales of machine-made paper, revenue is recognised when goods are delivered to the customers and such deliveries are confirmed; while in terms of overseas sales of machine-made paper, revenue is recognised on the day when goods are loaded on board and declared. Specific method for recognition of finance lease income of the Group: according to the repayment schedule, the income is recognised by instalments according to the effective interest rate. Specific method for recognition of revenue from real estate of the Group: revenue is recognised by amortising the rental income on a straight-line basis over the lease term. 28. Government grants A government grant is recognised when there is reasonable assurance that the grant will be received and that the Group will comply with the conditions attaching to the grant. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a transfer of non-monetary asset, it is measured at fair value; if the fair value cannot be obtained in a reliable way, it is measured at the nominal amount of RMB1. Government grants obtained for acquisition or construction of long-term assets or other forms of long-term asset formation are classified as government grants related to assets, while the remaining government grants are classified as government grants related to revenue. Regarding the government grant not clearly defined in the official documents and can form long-term assets, the part of government grant which can be referred to the value of the assets is classified as government grant related to assets and the remaining part is government grant related to revenue. For the government grant that is difficult to distinguish, the entire government grant is classified as government grant related to revenue. A government grant related to an asset shall be recognised as deferred income, and evenly amortised to profit or loss over the useful life of the asset in a reasonable and systematic manner. For a government grant related to revenue, if the grant is a compensation for related costs, expenses or losses incurred, the grant shall be recognised in profit or loss for the current period; if the grant is a compensation for related costs, expenses or losses to be incurred in subsequent periods, the grant shall be recognised as deferred income, and recognised in profit or loss over the periods in which the related costs, expenses or losses are recognised. A government grant measured at nominal amount is directly included in profit or loss for the current period. The Group adopts a consistent approach to the same or similar government grants. A government grant related to daily activities is recognised in other gains relying on the essence of economic business; otherwise, recognised in non-operating income or non-operating expenses. For the repayment of a government grant already recognised, if there is any related deferred income, the repayment shall be off set against the carrying amount of the deferred income, and any excess shall be recognised in profit or loss for the current period; otherwise, the repayment shall be recognised immediately in profit or loss for the current period. 198 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 28. Government grants (Cont’d) For the policy preferential interest subsidy, if it is provided by the financial authority through banks, it is recognised at the amount of borrowings actually received, and the borrowings costs are calculated based on the principal of the borrowings and the policy preferential interest rate; if it is provided by the financial authority directly, the corresponding interest will be used to offset the relevant borrowing expenses. 29. Deferred income tax assets/deferred income tax liabilities Income tax comprises current income tax expense and deferred income tax expense, which are included in profit or loss for the current period as income tax expenses, except for deferred tax related to transactions or events that are directly recognised in owners’ equity which are recognised in owners’ equity, and deferred tax arising from a business combination, which is adjusted against the carrying amount of goodwill. Temporary differences arising from the difference between the carrying amount of an asset or liability and its tax base at the balance sheet date of the Group shall be recognised as deferred income tax using the balance sheet liability method. All the taxable temporary differences are recognised as deferred income tax liabilities except for those incurred in the following transactions: (1) The initial recognition of goodwill, and the initial recognition of an asset or liability in a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) when the transaction occurs; (2) The taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, and the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group recognises a deferred income tax asset for the carry forward of deductible temporary differences, deductible losses and tax credits to subsequent periods, to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, deductible losses and tax credits can be utilised, except for those incurred in the following transactions: (1) The transaction is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) when the transaction occurs; (2) The deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, the corresponding deferred income tax asset is recognised when both of the following conditions are satisfied: it is probable that the temporary difference will reverse in the foreseeable future, and it is probable that taxable profits will be available in the future, against which the temporary difference can be utilised. At the balance sheet date, deferred income tax assets and deferred income tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, and their tax effect is reflected accordingly. At the balance sheet date, the Group reviews the carrying amount of a deferred income tax asset. If it is probable that sufficient taxable profits will not be available in future periods to allow the benefit of the deferred tax asset to be utilised, the carrying amount of the deferred tax asset is reduced. Any such reduction in amount is reversed when it becomes probable that sufficient taxable profits will be available. 2020 ANNUAL REPORT 199 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 30. Lease (1) Identification of leases On the beginning date of the contract, the Group (as a lessee or lessor) assesses whether the customer in the contract has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use and has the right to direct the use of the identified asset throughout the period of use. If a contract conveys the right to control the use of an identified asset and multiple identified assets for a period of time in exchange for consideration, the Group identifies such contract is, or contains, a lease. (2) The Group as lessee On the beginning date of the lease, the Group recognises right-of-use assets and lease liabilities for all leases, except for short-term lease and low-value asset lease with simplified approach. The accounting policy for right-of-use assets is set out in Note V. 31. The lease liability is initially measured at the present value of the lease payments that are not paid at the beginning date of the lease using the interest rate implicit in the lease or the incremental borrowing rate. Lease payments include fixed payments and in-substance fixed payments, less any lease incentives receivable; variable lease payments that are based on an index or a rate; the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; payments for terminating the lease, if the lease term reflects the lessee exercising that option of terminating; and amounts expected to be payable by the lessee under residual value guarantees. Subsequently, the interest expense on the lease liability for each period during the lease term is calculated using a constant periodic rate of interest and is recognised in profit or loss for the current period. Variable lease payments not included in the measurement of lease liabilities are charged to profit or loss in the period in which they actually arise. The Group calculates the interest expense of the lease liability for each period of the lease term based on the fixed periodic interest rate and is included in the current profit and loss. The variable lease payments that are not included in the measurement of the lease liability are recognised in profit or loss when incurred. 200 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 30. Lease (Cont’d) (2) The Group as lessee (Cont’d) Short-term lease Short-term leases refer to leases with a lease term of less than 12 months from the commencement date, except for those with a purchase option. Lease payments on short-term leases are recognised in the cost of related assets or current profit or loss on a straight-line basis over the lease term. For short-term leases, the Group chooses to adopt the above simplified approach for the following types of assets that meet the conditions of short-term lease according to the classification of leased assets. Low-value machinery and equipment Transportation vehicles Low-value asset lease A low-value asset lease is a lease that the value of a single leased asset is below RMB2,000,000 when it is a new asset. For a low-value asset lease, the Group chooses the above simplified approach based on the specific circumstances of each lease. Lease payments on low-value asset leases are recognised on a straight-line basis over the lease term, and either included in the cost of the related asset or charged to profit or loss for the current period. (3) The Group as lessor When the Group is a lessor, a lease is classified as a finance lease whenever the terms of the lease transfer substantially all the risks and rewards of asset ownership to the lessee. All leases other than financial leases are classified as operating leases. Operating lease Lease payments under operating leases are recognised in profit or loss on a straight-line basis over the lease term. Initial direct costs incurred in relation to operating leases are capitalised and amortised over the lease term on the same basis as rental income and recognised in profit or loss for the current period. The variable lease payments obtained in relation to operating leases that are not included in the lease payments are recognised in profit or loss in the period in which they actually incurred. 2020 ANNUAL REPORT 201 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 30. Lease (Cont’d) (4) Sublease When the Group is an intermediate lessor, the sublease is classified with reference to the right-of-use assets arising from the head lease. If the head lease is a short-term lease for which the Group adopts a simplified approach, then the Group classifies the sublease as an operating lease. (5) Sale and leaseback The lessee and the lessor shall assess and determine whether the transfer of assets in a sale and leaseback transaction is a sale in accordance with the requirements of the Accounting Standard for Business Enterprises No. 14 – Revenue. Where asset transfer under the sale and leaseback transactions is a sale, the lessee shall measure the right-of-use assets created by the sale and leaseback based on the portion of carrying amount of the original assets related to right of use obtained upon leaseback, and only recognise relevant profit or loss for the right transferred to the lessor. The lessor shall account for the purchase of assets in accordance with other applicable ASBEs and account for the lease of assets in accordance with this standard. Where asset transfer under the sale and leaseback transactions is not a sale, the lessee shall continue to recognise the transferred assets while recognising a financial liability equal to the transfer income and account for such liability according to the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments; or not to recognise the transferred assets but recognise a financial asset equal to the transfer income and account for such asset according to the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments. 31. Right-of-use assets (1) Conditions for recognition of right-of-use assets Right-of-use assets of the Group are defined as the right of underlying assets in the lease term for the Group as a lessee. Right-of-use assets are initially measured at cost at the commencement date of the lease. The cost includes the amount of the initial measurement of lease liability; lease payments made at or before the inception of the lease less any lease incentives enjoyed; initial direct costs incurred by the Group as lessee; costs to be incurred in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease incurred by the Group as lessee. As a lessee, the Group recognises and measures the costs of dismantling and restoration in accordance with the Accounting Standard for Business Enterprises No. 13 – Contingencies. Subsequently, the lease liability is adjusted for any remeasurement of the lease liability. (2) Depreciation method of right-of-use assets The Group uses the straight-line method for depreciation. Where the Group, as a lessee, is reasonably certain to obtain ownership of the leased asset at the end of the lease term, such asset is depreciated over the remaining useful life of the leased asset. Where ownership of the lease assets during the lease term cannot be reasonably determined, right-of-use assets are depreciated over the lease term or the remainder of useful lives of the lease assets, whichever is shorter. (3) For the methods of impairment test and impairment provision of right-of-use assets, please refer to Note V. 21. 202 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 32. General risk reserves General risk reserve is a reserve provided from net profit for the partial offset unidentified possible losses. Adopting the principle of dynamic provisioning, the Finance Company employs the standard method to quantitatively analyse the risk situation faced by risk assets, to determine the estimated potential risk value. After calculating the potential risk value, if the potential risk value is higher than the provision for impairment of assets, the accrued provision for impairment of assets will be deducted and provision for general risk will be made. If the potential risk value is lower than the provision for impairment of assets, provision for general risk will not be made. Dynamic provisioning is a counter-cyclical provisioning method adopted by financial companies based on changes in the macroeconomic situation, as in, in the upward macroeconomic cycle and when the risk asset default rate is relatively low, more provisions are made to enhance financial buffer capacity; and in the downturn macroeconomic cycle and when the risk asset default rate is relatively high, the accumulated provisions are used to absorb asset losses. The Finance Company makes general risk provisions for assets bearing risks and losses at the end of each year, the balance of which, in principle, shall not be lower than 1.5% of the closing balance of risk assets. The risk provision made by factoring companies shall not be lower than 1% of the closing balance of the financial factoring business. Based on changes in the macroeconomic situation, and with reference to non-performing corporate loans, non-performing loan ratio, provision coverage ratio for non-performing loans, loan provision ratio, standard risk factor and the requirement of general risk provision as a percentage of risk assets, the Ministry of Finance makes adjustments to the scope of risk assets for general risk provisions, standard risk factor and the requirement of general risk provision as a percentage of risk assets as appropriate. The Finance Company shall make adjustments accordingly according to the requirements of the Ministry of Finance. Provisions for general risk are insufficient, in principle, the company shall not engage in after-tax profit distribution. As considered and approved by the board of directors and general meeting of the Finance Company, such provisions may be used to offset losses but not for dividends. For special reasons, as approved by the Board and the general meeting, general risk reserves may be reclassified into undistributed profits. 2020 ANNUAL REPORT 203 XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 33. Critical accounting judgments and estimates The Group gives continuous assessment on, among other things, the reasonable expectations of future events and the critical accounting estimates and key assumptions adopted according to its historical experience and other factors. The critical accounting estimates and key assumptions that are likely to lead to significant adjustment risks of the carrying amount of assets and liabilities for the next financial year are listed as follows: Classification of financial assets Significant judgements involved in determining the classification of financial assets include the analysis of business models and contractual cash flow characteristics. Factors considered by the Group in determining the business model for a group of financial assets include how the asset’s performance is evaluated and reported to key management personnel, how risks are assessed and managed and how the relevant management personnel are compensated. When the Group assesses whether the contractual cash flows of the financial assets are consistent with basic lending arrangements, the main judgements are described as below: whether the principal amount may change over the life of the financial asset (for example, if there are repayments of principal); whether the interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin and cost. For example, whether the amount repaid in advance reflects only the outstanding principal and interest thereon, as well as reasonable compensation paid for early termination of the contract. Measurement of the ECLs of accounts receivable The Group calculates the ECLs of accounts receivable using the exposure to default risk and ECL rate of accounts receivable, and determines the ECL rate based on default probability and default loss rate. When determining the ECL rate, the Group adjusts its historical data by referring to information such as historical credit loss experience as well as current situation and forward-looking information. When considering the forward-looking information, indicators used by the Group include the risk of economic downturn, external market environment, technology environment and changes in customers. The assumptions relating to the ECL calculation are monitored and reviewed by the Group on a regularly basis. Deferred income tax assets Deferred income tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred income tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Share-based payments When calculating the liabilities and expenses related to the equity incentive plan, the management of the Company is required to make judgments and estimates on issues such as the turnover rate and vesting conditions. Differences in the judgments and estimates will have a material effect on the financial statements. Impairment of goodwill The Group assesses the impairment of goodwill at least annually, which requires estimates on the use value of asset groups allocated with goodwill. When estimating use value, the Group is required to estimate the future cash flow from such asset groups while selecting the appropriate discount rate to calculate the present value of future cash flow. 204 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report V. Significant Accounting Policies and Accounting Estimates (Cont’d) 33. Critical accounting judgments and estimates (Cont’d) Impairment of goodwill (Cont’d) Depreciation The Group uses the straight-line method for depreciation within the estimated useful lives of fixed assets after taking into account their residue value. The Group regularly reviews the expected useful lives to determine the amount of depreciation accounted for each reporting period. Expected useful life is determined based on historical experience of similar assets and the estimated technical changes. Depreciation expenses for future periods will be adjusted accordingly in the event of significant changes in previous estimates. 34. Changes in significant accounting policies and estimates (1) Changes in significant accounting policies Accounting Standards for Business Enterprises Interpretation No. 13 In December 2019, the Ministry of Finance issued the Accounting Standards for Business Enterprises Interpretation No. 13 (Cai Kuai [2019] No. 21) (hereinafter referred to as the “Interpretation No. 13”). The Interpretation No. 13 modified the three factors constituting a business, specified the determining conditions for businesses, and introduced “concentration test” for purchasers in business combinations under common control when determining whether the operating activities or asset portfolio acquired constitutes a business. The Interpretation No. 13 clarified that the related parties of an enterprise include the associates and joint ventures of other common member units, including parent companies and subsidiaries, of the group, as well as the associates and joint ventures of investors in joint control of the enterprise. The Interpretation No. 13 came into effect on 1 January 2020. The Group has applied the prospective application method for the accounting treatment of the above change in accounting policies. The application of Interpretation No. 13 did not have any material effect on the financial position, operating results or related party disclosure of the Group. In June 2019, the Ministry of Finance issued the Notice on Provisions on Accounting Treatment of Covid- 19-related Rent Concessions (Cai Kuai [2020] No. 10) ( 2020 10 )). Under such accounting treatment, a simplified approach may be applied for the Covid-19-related rent concessions. The Group did not apply the simplified approach under the notice. As such, the notice did not have any material effect on the financial position or operating results of the Group. (2) Changes in significant accounting estimates The Group did not have any changes in significant accounting estimates during the year. (3) Adjustment to the relevant items in the financial statements at the beginning of the year due to the first adoption of the New Revenue Standard and the New Leases Standard in 2020 Not applicable (4) Reason for retrospective adjustment to the comparative data in the prior period due to the first adoption of the New Revenue Standard and the New Leases Standard in 2020 Applicable √ Not applicable 2020 ANNUAL REPORT 205 XIII Financial Report VI. Taxation 1. Main tax types and tax rates Tax type Tax base Tax rate (%) Value added tax (VAT) Taxable income 13/9/6 Urban maintenance and construction tax Turnover tax payable 7 Enterprise income tax (EIT) Taxable income 25 Property tax Rental income and property price 1.2/12 Disclosure of taxable entities subject to different EIT tax rates Name of taxable entity EIT tax rate (%) Shandong Chenming Paper Holdings Limited 15 Shouguang Meilun Paper Co., Ltd. 15 Jilin Chenming Paper Co., Ltd. 15 Jiangxi Chenming Paper Co., Ltd. 15 Zhanjiang Chenming Pulp & Paper Co., Ltd. 15 Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 15 Huanggang Chenming Pulp & Paper Co., Ltd. 15 Kunshan Tuoan Plastic Products Co., Ltd. 15 Shouguang Shun Da Customs Declaration Co, Ltd. 10 Qingdao Chenming Pulp & Paper Electronic Commodity Spot Trading Co., Ltd. 10 Zhanjiang Chenming Arboriculture Development Co., Ltd. Exempt from EIT Nanchang Chenming Arboriculture Development Co., Ltd. Exempt from EIT Chenming Arboriculture Co., Ltd. Exempt from EIT Yangjiang Chenming Arboriculture Development Co., Ltd. Exempt from EIT 2. Tax incentives (1) Enterprise income tax On 16 August 2018, the Group received a high and new technology enterprise certificate with a certification number of GR201837000311. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, the Group is subject to a corporate income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2018 to 2020. Shouguang Meilun Paper Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR201837000455 on 16 August 2018. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Shouguang Meilun is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2018 to 2020. Jilin Chenming Paper Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR201922000658 on 2 September 2019. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Jilin Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2019 to 2021. 206 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VI. Taxation (Cont’d) 2. Tax incentives (Cont’d) (1) Enterprise income tax (Cont’d) Jiangxi Chenming Paper Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR201936002184 on 3 December 2019. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Jiangxi Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2019 to 2021. Zhanjiang Chenming Pulp & Paper Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR20184400547 on 28 November 2018. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Zhanjiang Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2018 to 2020. Wuhan Chenming Hanyang Paper Holdings Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR202042001502 on 1 December 2020. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Wuhan Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2020 to 2022. Huanggang Chenming Pulp & Paper Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR202042001471 on 1 December 2020. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Huanggang Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2020 to 2022. Kunshan Tuoan Plastic Products Co., Ltd., a subsidiary of the Group, received a high and new technology enterprise certificate with a certification number of GR202032004526 on 2 December 2020. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Kunshan Tuoan is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2020 to 2022. Pursuant to the requirements of Rule 27(1) of Law of the People’s Republic of China on Enterprise Income Tax and Rule 86(1) of regulations for the Implementation of Law of the People’s Republic of China on Enterprise Income Tax, Zhanjiang Chenming Arboriculture Development Co., Ltd., Yangjiang Chenming Arboriculture Development Co., Ltd., Nanchang Chenming Arboriculture Development Co., Ltd. and Chenming Arboriculture Co., Ltd., which are the subsidiaries of the Group, have completed the filings for EIT reduction for exemption from EIT. Shouguang Shun Da Customs Declaration Co, Ltd. and Qingdao Chenming Pulp & Paper Electronic Commodity Spot Trading Co., Ltd., which are subsidiaries of the Group, are small and micro enterprises. Pursuant to the Notice on Implementing the Inclusive Tax Deduction and Exemption Policies for Micro and Small Enterprises (Cai Shui [2019] No. 13), the annual taxable income of a small low-profit enterprise that is more than RMB1 million but not exceeding RMB3 million shall be included in its taxable income at a reduced rate of 50%, with the applicable enterprise income tax rate of 10%. 2020 ANNUAL REPORT 207 XIII Financial Report VI. Taxation (Cont’d) 2. Tax incentives (Cont’d) (1) Enterprise income tax (Cont’d) Guangdong Chenming Panels Co., Ltd., a subsidiary of the Group, meets the requirements of Rule 99 of the Regulations for the Implementation of Law of the People’s Republic of China on Enterprise Income Tax (Decree No. 512 of the State Council of the People’s Republic of China) and the Notice of the Ministry of Finance and the State Taxation Administration on Issues Concerning the Implementation of the Catalogue of Preferential Tax Treatments for Comprehensive Resource Utilisation Enterprises (Cai Shui [2008] No. 47): since 1 January 2008, for enterprises that derive income from the products listed in the Catalogue which are in line with related national or industry standards by making use of the resources listed in the Catalogue as the main raw materials, taxable income will be calculated at a reduced rate of 90% of the total revenue for that year. To be entitled to the above tax benefits, the ratio of the resources listed in the Catalogue and the raw materials used for the product shall be consistent with the required technical standards stated in the Catalogue. (2) Value-added Tax (“VAT”) Pursuant to Rule 10 of the Interim Regulation of the People’s Republic of China on Value Added Tax, Zhanjiang Chenming Arboriculture Development Co., Ltd., Yangjiang Chenming Arboriculture Development Co., Ltd., Nanchang Chenming Arboriculture Development Co., Ltd. and Chenming Arboriculture Co., Ltd., which are subsidiaries of the Group, are exempt from VAT, and have completed the filings for VAT reduction for exemption from VAT. Pursuant to the Value-added Tax Preferential Catalogue on Products and Services Applying Integrated Use of Resources (Cai Shui [2015] No. 78), taxpayers who sell self-produced products and services applying integrated use of resources may enjoy the immediate VAT refund policy. Zhanjiang Chenming New-style Wall Materials Co., Ltd., a subsidiary of the Company, produces products applying raw materials containing more than 30% of fly ash. It belongs to a company that uses pollutants for production, and is therefore subject to the immediate VAT refund policy in 2019. Pursuant to the Value-added Tax Preferential Catalogue on Products and Services Applying Integrated Use of Resources (Cai Shui [2015] No. 78), taxpayers who sell self-produced products and services applying integrated use of resources may enjoy the immediate VAT refund policy. Shandong Chenming Panels Co., Ltd., a subsidiary of the Group, produces products applying integrated use of resources, and is therefore subject to the immediate VAT refund policy in 2019. Pursuant to the Value-added Tax Preferential Catalogue on Products and Services Applying Integrated Use of Resources (Cai Shui [2015] No. 78), taxpayers who sell self-produced products and services applying integrated use of resources may enjoy the immediate VAT refund policy. Shouguang Chenming Cement Co., Limited, a subsidiary of the Company, produces products applying integrated use of resources, and is therefore subject to the immediate VAT refund policy in 2019. Pursuant to the Value-added Tax Preferential Catalogue on Products and Services Applying Integrated Use of Resources (Cai Shui [2015] No. 78), taxpayers who sell self-produced products and services applying integrated use of resources may enjoy the immediate VAT refund policy. Guangdong Chenming Panels Co., Ltd., a subsidiary of the Company, produces products applying integrated use of resources, and is therefore subject to the immediate VAT refund policy in 2020. 208 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements 1. Monetary funds Unit: RMB Item Closing balance Opening balance Treasury cash 2,161,684.57 2,418,131.86 Bank deposit 4,387,725,487.05 2,965,127,198.70 Other monetary funds 13,369,650,427.36 16,338,984,142.77 Total 17,759,537,598.98 19,306,529,473.33 Of which: Total deposits in overseas banks 229,837,092.53 405,881,189.78 Other explanation Other monetary funds of RMB9,078,202,110.72 were the guarantee deposit for the application for bank acceptance with the banks by the Group; Other monetary funds of RMB1,782,633,856.06 were the guarantee deposit for the application for letter of credit with the banks by the Group; Other monetary funds of RMB1,959,246,666.67 were the guarantee deposit for the application for guarantees with the banks by the Group; Other monetary funds of RMB50,000,000.00 were the guarantee deposit for the application for loans with the banks by the Group; Other monetary funds of RMB141,670,000.00 were the Group’s statutory reserve deposits at the People’s Bank of China; Other monetary funds of RMB10,899,698.53 were locked-up due to litigations, resulting in restriction on the use of that account’s balance; Bank deposit included interest receivable of RMB717,207.83, and other monetary funds included interest receivable of RMB346,998,095.38. 2. Financial assets held for trading Unit: RMB Item Closing balance Opening balance Financial assets measured at fair value through profit or loss 192,907,800.62 Or which: Investment in debt instruments Investment equity instruments 192,907,800.62 Total 192,907,800.62 Other explanation: Financial assets held for trading were shares of Bohai Bank subscribed by the Group. For details of restricted ownership, please refer to note VII. 63. 2020 ANNUAL REPORT 209 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 3. Accounts receivable (1) Disclosure of accounts receivable by category Unit: RMB Closing balance Opening balance Book balance Bad debt provision Carrying amount Book balance Bad debt provision Carrying amount Category Amount Percentage Amount ECL rate Amount Percentage Amount ECL rate Accounts receivable assessed individually for impairment 338,943,643.26 13.70% 338,943,643.26 100.00% 117,277,135.48 3.81% 117,277,135.48 100.00% Of which: Accounts receivable assessed collectively for impairment 2,135,216,813.32 86.30% 150,285,147.50 7.04% 1,984,931,665.82 2,960,085,058.36 96.19% 435,001,747.33 14.70% 2,525,083,311.03 Of which: Due from related party customers 2,000,017.96 0.08% 87,306.27 4.37% 1,912,711.69 2,008,185.60 0.07% 61,132.79 3.04% 1,947,052.81 Receivables from non-related party customers 1,815,359,418.67 73.37% 97,096,893.56 5.35% 1,718,262,525.11 2,202,548,603.03 71.57% 307,333,600.84 13.95% 1,895,215,002.19 Factoring receivables 317,857,376.69 12.85% 53,100,947.67 16.71% 264,756,429.02 755,528,269.73 24.55% 127,607,013.70 16.89% 627,921,256.03 Total 2,474,160,456.58 100.00% 489,228,790.76 19.77% 1,984,931,665.82 3,077,362,193.84 100.00% 552,278,882.81 17.95% 2,525,083,311.03 210 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 3. Accounts receivable (Cont’d) (1) Disclosure of accounts receivable by category (Cont’d) Items assessed collectively for impairment: Due from related party customers Unit: RMB Closing balance Provision for Name Book balance bad debts ECL rate Within 1 year 2,000,017.96 87,306.27 4.37% Total 2,000,017.96 87,306.27 4.37% Items assessed collectively for impairment: Receivables from non-related party customers Unit: RMB Closing balance Provision for Name Book balance bad debts ECL rate Within 1 year 1,660,479,726.06 21,400,551.31 1.29% 1-2 years 48,566,847.64 12,188,852.33 25.10% 2-3 years 54,156,967.00 21,851,050.46 40.35% Over 3 years 52,155,877.97 41,656,439.46 79.87% Total 1,815,359,418.67 97,096,893.56 5.35% Items assessed collectively for impairment: Factoring receivables Unit: RMB Closing balance Provision for Name Book balance bad debts ECL rate Within 1 year 25,548,333.33 2,554,833.33 10.00% 1-2 years 267,626,380.93 45,496,484.76 17.00% 2-3 years 24,682,662.43 5,049,629.58 20.46% Total 317,857,376.69 53,100,947.67 16.71% 2020 ANNUAL REPORT 211 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 3. Accounts receivable (Cont’d) (1) Disclosure of accounts receivable by category (Cont’d) If the bad debt provision of accounts receivable is made in accordance with the general model of ECLs, please disclose the information about bad debt provision with reference to the way of disclosure of other receivables: √ Applicable Not applicable Disclosure by ageing Unit: RMB Ageing Closing balance Opening balance Within 1 year (including 1 year) 1,822,584,474.74 2,440,760,038.21 1 to 2 years 379,812,071.80 397,312,284.08 2 to 3 years 87,426,356.99 70,484,233.21 Over 3 years 184,337,553.05 168,805,638.34 Total 2,474,160,456.58 3,077,362,193.84 (2) Provision, recovery or reversal of bad debt provision for the period Bad debt provision for the period: Unit: RMB Changes in the period Recovery Category Opening balance Provision or reversal Written off Others Closing balance Provision for bad debt 552,278,882.81 237,262,669.97 300,285,138.80 27,623.22 489,228,790.76 Total 552,278,882.81 237,262,669.97 300,285,138.80 27,623.22 489,228,790.76 212 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 3. Accounts receivable (Cont’d) (3) Top five accounts receivable based on closing balance of debtors Unit: RMB Percentage to closing balance Closing balance of the total Closing balance of the accounts accounts of bad debt Name of entity receivable receivable provision Customer 1 148,138,960.00 5.99% 14,813,896.00 Customer 2 119,885,303.24 4.84% 846,868.40 Customer 3 107,218,333.33 4.33% 21,443,666.67 Customer 4 100,887,437.12 4.08% 712,667.69 Customer 5 55,101,035.00 2.23% 389,233.07 Total 531,231,068.69 21.47% 38,206,331.83 4. Accounts receivable financing Unit: RMB Item Closing balance Opening balance Bills receivable 488,385,666.76 442,915,861.70 Total 488,385,666.76 442,915,861.70 Changes (increase or decrease) during the period and change in fair value of accounts receivable financing Applicable √ Not applicable If the provision for impairment of accounts receivable financing is made in accordance with the general model of ECLs, please disclose the information about provision for impairment with reference to the way of disclosure of other receivables: Applicable √ Not applicable 2020 ANNUAL REPORT 213 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 5. Prepayments (1) Disclosure of prepayments stated according to ageing analysis Unit: RMB Closing balance Opening balance Ageing Amount Percentage Amount Percentage Within 1 year 871,877,663.55 90.42% 528,554,005.66 87.57% 1-2 years 92,412,848.81 9.58% 75,019,543.42 12.43% Total 964,290,512.36 100% 603,573,549.08 100% (2) Top five prepayments according to closing balance of prepaid parties Top five prepayments according to closing balance of prepaid parties for the period amounted to RMB470,067,160.71, which accounted for 48.75% of the closing balance of the total accounts payable. Percentage of the closing balance Closing balance of of the total Name of entity the prepayments prepayments Customer 1 123,727,868.43 12.83% Customer 2 113,846,592.74 11.81% Customer 3 99,901,540.92 10.36% Customer 4 70,400,984.10 7.30% Customer 5 62,190,174.52 6.45% Total 470,067,160.71 48.75% 214 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 6. Other receivables Unit: RMB Item Closing balance Opening balance Dividend receivables 13,000,000.00 Other receivables 2,417,240,559.46 2,203,654,598.66 Total 2,417,240,559.46 2,216,654,598.66 (1) Dividends receivable 1) Classification of dividends receivable Unit: RMB Item (or investee) Closing balance Opening balance Weifang Xingxing United Chemical Co., Ltd. 13,000,000.00 Total 13,000,000.00 (2) Other receivables 1) Other payables by nature Unit: RMB Closing book Opening book Nature balance balance Open credit 2,675,531,581.63 2,502,722,227.16 Guarantee deposit 11,732,998.24 29,529,247.78 Advances 19,351,237.29 Insurance premium 636,635.53 21,618.27 Reserve and borrowings 43,437,509.57 20,877,056.54 Others 229,207,636.15 126,503,088.52 Total 2,960,546,361.12 2,699,004,475.56 2020 ANNUAL REPORT 215 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 6. Other receivables (Cont’d) (2) Other receivables (Cont’d) 2) Particulars of bad debt provision Unit: RMB Closing bad debt provision at phase 1: Expected credit loss rate (%) Book for the next Bad debt Carrying Category balance 12 months provision amount Reason Bad debt provision assessed individually Interests receivable Dividends receivable Bad debt provision assessed collectively 837,977,005.60 16.78% 140,645,700.07 697,331,305.53 Amount due from government agencies 19,397,119.49 87.75% 17,021,162.41 2,375,957.08 Amount due from related parties 84,783,327.98 22.54% 19,108,203.65 65,675,124.33 Other receivables 733,796,558.13 14.24% 104,516,334.01 629,280,224.12 Total 837,977,005.60 16.78% 140,645,700.07 697,331,305.53 As at the end of the period, the Company did not have interest receivables, dividends receivables and other receivables in phase 2. As at the end of the period, closing bad debt provision at phase 3: Expected credit loss rate (%) Book over the Bad debt Carrying Category balance entire life provision amount Reason Bad debt provision assessed individually 2,122,569,355.52 18.97% 402,660,101.59 1,719,909,253.93 Total 2,122,569,355.52 18.97% 402,660,101.59 1,719,909,253.93 Changes in carrying book balances with significant changes in loss provision for the year Applicable √ Not applicable 216 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 6. Other receivables (Cont’d) (2) Other receivables (Cont’d) 2) Particulars of bad debt provision (Cont’d) Disclosed by ageing Unit: RMB Ageing Closing balance Open balance Within 1 year (including 1 year) 1,356,457,308.62 1,601,285,972.69 1-2 years 813,310,977.70 920,980,164.23 2-3 years 634,042,365.77 82,752,788.66 Over 3 years 156,735,709.03 93,985,549.98 Total 2,960,546,361.12 2,699,004,475.56 3) Provision, recovery or reversal of bad debt provision for the period Provision of bad debt provision for the period: Unit: RMB Changes in the period Recovery Category Opening balance Provision or reversal Written off Others Closing balance Bad debt provision 495,349,876.90 297,534,832.25 249,578,907.49 543,305,801.66 Total 495,349,876.90 297,534,832.25 249,578,907.49 543,305,801.66 2020 ANNUAL REPORT 217 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 6. Other receivables (Cont’d) (2) Other receivables (Cont’d) 4) Top five other receivables according to closing balance of debtors The total amount of the Company’s top five accounts receivable based on closing balance of debtors for the year was RMB2,404,457,100.41, which accounted for 81.22% of the closing balance of the total accounts receivable. The closing balance of corresponding bad debt provision amounted to RMB288,609,478.55. Unit: RMB Percentage to closing balance of Closing balance of Name of entity Closing balance other receivables bad debt provision Customer 1 690,000,000.00 23.31% 69,000,000.00 Customer 2 542,000,000.00 18.31% 54,200,000.00 Customer 3 480,000,000.00 16.21% 48,823,536.82 Customer 4 473,402,316.85 15.99% 94,680,463.37 Customer 5 219,054,783.56 7.40% 21,905,478.36 Total 2,404,457,100.41 81.22% 288,609,478.55 7. Inventories Whether the Company needs to comply with the disclosure requirements for real estate industries No (1) Categories of inventories Unit: RMB Closing balance Opening balance Impairment provision Impairment provision for inventories or for inventories or Item Book balance performance costs Carrying amount Book balance performance costs Carrying amount Raw materials 1,712,610,505.63 20,535,018.69 1,692,075,486.94 1,972,197,240.93 21,269,429.01 1,950,927,811.92 Work-in-process products 128,761,554.31 128,761,554.31 81,382,693.49 81,382,693.49 Goods in stock 1,464,455,062.79 1,464,455,062.79 886,102,819.24 886,102,819.24 Consumable biological assets 1,535,386,865.44 1,535,386,865.44 1,541,004,633.42 1,541,004,633.42 Developing products 314,614,378.34 314,614,378.34 315,012,152.74 315,012,152.74 Total 5,155,828,366.51 20,535,018.69 5,135,293,347.82 4,795,699,539.82 21,269,429.01 4,774,430,110.81 218 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 7. Inventories (Cont’d) (2) Impairment provision for inventories or performance costs Unit: RMB Increase during the period Decrease during the period Item Opening balance Provision Others Reversal or transfer Others Closing balance Raw materials 21,269,429.01 734,410.32 20,535,018.69 Total 21,269,429.01 734,410.32 20,535,018.69 Reversal or transfer during the period Basis for recognition of net realisable value/ Reason for impairment provision for inventories/ Item residual consideration with future cost performance costs Raw materials Full amount impairment of spare parts Reversal of impairment provision for inventories for with long-term storage ageing sale of impaired spare parts during the period (3) Changes in consumable biological assets Unit: RMB Increase during the period Decrease during the period Increase Decrease Decrease Item Opening balance in breeding in fair value in sales Closing balance Consumable biological assets measured at fair value 1,541,004,633.42 66,312,515.15 13,329,852.55 58,600,430.58 1,535,386,865.44 Total 1,541,004,633.42 66,312,515.15 13,329,852.55 58,600,430.58 1,535,386,865.44 8. Non-current assets due within one year Unit: RMB Item Closing balance Opening balance Long-term receivables due within one year 4,222,744,207.34 6,974,539,613.30 Total 4,222,744,207.34 6,974,539,613.30 2020 ANNUAL REPORT 219 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 9. Other current assets Unit: RMB Item Closing balance Opening balance Input tax amount to be deducted 1,041,552,455.22 1,431,298,632.04 Prepaid tax 53,146,519.47 56,778,563.04 Receivables under financial lease due within one year 601,364,577.40 5,229,125,471.51 Factoring receivables due within one year 596,856,928.35 1,008,707,988.47 Prepaid expenses 329,739,882.81 366,080,343.71 Other payments 94,258,332.60 Others 16,716,395.93 Total 2,716,918,695.85 8,108,707,394.70 10. Long-term receivables (1) Particulars of long-term receivables Unit: RMB Closing balance Opening balance Item Book balance Bad debt provision Carrying amount Book balance Bad debt provision Carrying amount Discount rate range Finance lease payments 9,963,461,389.49 1,103,339,754.72 8,860,121,634.77 8,144,589,680.94 182,532,601.30 7,962,057,079.64 4%-12% Less: Unrealised financing income 351,498,895.63 351,498,895.63 462,276,887.88 462,276,887.88 Less: long-term receivables due within one year 4,624,874,317.67 585,446,099.51 4,039,428,218.16 7,004,375,494.85 159,382,707.55 6,844,992,787.30 Subtotal 4,987,088,176.19 517,893,655.21 4,469,194,520.98 677,937,298.21 23,149,893.75 654,787,404.46 Deposit for finance lease 412,239,088.74 412,239,088.74 734,530,650.26 734,530,650.26 Less: Unrealised financing income 39,232,762.59 39,232,762.59 59,195,417.77 59,195,417.77 Less: non-current assets due within one year 183,315,989.18 183,315,989.18 129,546,826.00 129,546,826.00 Subtotal 189,690,336.97 189,690,336.97 545,788,406.49 545,788,406.49 Total 5,176,778,513.16 517,893,655.21 4,658,884,857.95 1,223,725,704.70 23,149,893.75 1,200,575,810.95 – 220 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 10. Long-term receivables (Cont’d) (1) Particulars of long-term receivables (Cont’d) Particulars of bad debt provision Unit: RMB Closing balance Opening balance Book balance Bad debts provision Book balance Bad debts provision Expected Expected credit loss credit loss Category Amount Percentage Amount rate (%) Carrying amount Amount Percentage Amount rate (%) Carrying amount Accounts receivable assessed individually for impairment 4,839,015,749.92 93.48% 516,412,930.95 10.67% 4,322,602,818.97 174,135,402.70 14.23% 20,025,571.31 11.50% 154,109,831.39 Of which: Financial leasing 4,839,015,749.92 93.48% 516,412,930.95 10.67% 4,322,602,818.97 174,135,402.70 14.23% 20,025,571.31 11.50% 154,109,831.39 Accounts receivable assessed collectively for impairment 337,762,763.24 6.52% 1,480,724.26 0.44% 336,282,038.98 1,049,590,302.00 85.77% 3,124,322.44 0.30% 1,046,465,979.56 Of which: Receivables not past due 148,072,426.27 2.86% 1,480,724.26 1.00% 146,591,702.01 503,801,895.51 41.17% 3,124,322.44 0.62% 500,677,573.07 Overdue receivables Deposits receivable 189,690,336.97 3.66% 189,690,336.97 545,788,406.49 44.60% 545,788,406.49 Total 5,176,778,513.16 100% 517,893,655.21 10.00% 4,658,884,857.95 1,223,725,704.70 100% 23,149,893.75 1.89% 1,200,575,810.95 Accounts receivable assessed collectively for impairment: Collectively assessed item: receivables from unrelated party customers Closing balance Book Bad debt Expected credit balance provision loss rate (%) Within 1 year 1 – 2 years 52,304,926.34 523,049.26 1.00% 2 – 3 years 95,767,499.93 957,675.00 1.00% Total 148,072,426.27 1,480,724.26 1.00% 2020 ANNUAL REPORT 221 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 10. Long-term receivables (Cont’d) (1) Particulars of long-term receivables (Cont’d) Collectively assessed item: Deposits receivable Closing balance Book Bad debt Expected credit balance provision loss rate (%) Within 1 year 35,500,000.00 1 to 2 years 19,073,080.05 2 to 3 years 100,917,256.92 Over 3 years 34,200,000.00 Total 189,690,336.97 Changes in carrying book balances with significant changes in loss provision for the year Applicable √ Not applicable (2) Provision, recovery or reversal of bad debt provision for the period The bad debt provision for the period amounted to RMB494,743,761.46. 222 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 11. Long-term equity investments Unit: RMB Change for the period Investment Adjustment Closing gain or loss of other Other Distribution of balance of Opening balance Additional Withdrawn recognised under comprehensive change in cash dividend Impairment Closing balance impairment Investee (carrying amount) contribution contribution equity method income equity interest or profit declared provision Others (carrying amount) provision I. Joint venture Shouguang Chenming Huisen New-style Construction Materia s Co., Ltd. 3,789,667.61 2,356,074.42 1,200,000.00 4,945,742.03 Weifang Sime Darby West Port Co., Ltd. 89,726,671.76 -7,783,164.84 81,943,506.92 Shouguang Meite Environmental Technology Co., Ltd. 5,880,000.00 11,916,800.00 -709,607.56 17,087,192.44 Weifang Chenrong New and Old Kinetic Energy Conversion Equity Investment Fund Partnership (Lim ted Partnership) 158,000,000.00 42,000,000.00 -294,363.72 199,705,636.28 Weifang Xingxing United Chemical Co., Ltd. 93,816,557.39 -1,942,172.27 91,874,385.12 Subtotal 351,212,896.76 53,916,800.00 -8,373,233.97 1,200,000.00 395,556,462.79 II. Associates Jiangxi Jiangbao Media Colour Printing Co. Ltd. 0.00 Zhuhai Dechen New Third Board Equity Investment Fund Company (Lim ted Partnership 52,412,989.91 -11,330.29 52,401,659.62 Ningbo Kaichen Huamei Equity Investment Fund Partnership (Lim ted Partnership) 199,528,847.52 -978,921.25 198,549,926.27 Jiangxi Chenming Port Co., Ltd. 1,690,359.66 -379,774.01 1,310,585.65 Chenming (Qingdao) Asset Management Co., Ltd. 8,669,491.17 5,060.01 8,674,551.18 Goldtrust Futures Co., Ltd. 192,732,957.71 -3,366,026.12 189,366,931.59 Guangdong Nanyue Bank Co., Ltd. 2,800,091,481.01 285,126,660.17 -12,359,143.50 12,560,712.33 3,060,298,285.35 Subtotal 3,255,126,126.98 280,395,668.51 -12,359,143.50 12,560,712.33 3,510,601,939.66 Total 3,606,339,023.74 53,916,800.00 272,022,434.54 -12,359,143.50 13,760,712.33 3,906,158,402.45 12. Other non-current financial assets Unit: RMB Item Closing balance Opening balance Investment in debt instruments 4,000,000.00 Investment in equity instruments 141,910,000.00 147,445,653.55 Total 145,910,000.00 147,445,653.55 2020 ANNUAL REPORT 223 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 13. Investment property (1) Investment property under the cost method √ Applicable Not applicable Unit: RMB Housing and Construction Item building structure Land use rights in progress Total I. Original carrying amount 1. Opening balance 5,433,710,034.39 5,433,710,034.39 2. Increase during the period 1,014,473,350.39 1,014,473,350.39 (1) Purchase 10,709,541.67 10,709,541.67 (2) Transferred from inventories\fixed assets\construction in progress 286,758,670.97 286,758,670.97 (3) Additions arising from business combinations 717,005,137.75 717,005,137.75 3. Decrease during the period 1,961,190.00 1,961,190.00 (1) Disposal 1,961,190.00 1,961,190.00 (2) Other transfer 4. Closing balance 6,446,222,194.78 6,446,222,194.78 II. Accumulated depreciation and accumulated amortisation 1. Opening balance 351,347,741.28 351,347,741.28 2. Increase during the period 152,198,763.17 152,198,763.17 (1) Provision or amortisation 150,933,704.07 150,933,704.07 (2) Additions arising from business combinations 1,265,059.10 1,265,059.10 3. Decrease during the period 483,877.67 483,877.67 (1) Disposal 483,877.67 483,877.67 (2) Other transfer 4. Closing balance 503,062,626.78 503,062,626.78 III. Provision for impairment 1. Opening balance 2. Decrease during the period (1) Provision 3. Decrease during the period (1) Disposal (2) Other transfer 4. Closing balance IV.Carrying amount 1. Closing carrying amount 5,943,159,568.00 5,943,159,568.00 2. Opening carrying amount 5,082,362,293.11 5,082,362,293.11 224 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 14. Fixed assets Unit: RMB Item Closing balance Opening balance Fixed assets 37,651,706,658.97 34,439,935,032.69 Total 37,651,706,658.97 34,439,935,032.69 (1) Particulars of fixed assets Unit: RMB Housing and building Machinery and Electronic equipment Item structure equipment Vehicles and others Total I. Original carrying amount: 1. Opening balance 9,941,580,880.78 39,482,080,460.52 351,029,607.21 398,368,057.18 50,173,059,005.69 2. Increase during the period 1,159,957,423.18 4,626,304,659.86 4,810,188.60 59,287,107.33 5,850,359,378.97 (1) Acquisition 89,321,894.44 36,225,041.18 3,469,077.34 50,844,608.77 179,860,621.73 (2) Transferred from construction in progress 1,024,945,310.08 4,522,259,167.24 793,318.17 5,547,997,795.49 (3) Additions arising from business combinations 45,690,218.66 67,820,451.44 1,341,111.26 7,649,180.39 122,500,961.75 3. Decrease during the period 460,878,257.31 15,966,928.92 47,223,131.15 1,194,063.10 525,262,380.48 (1) Disposal or retirement 174,119,586.34 15,966,928.92 47,223,131.15 1,194,063.10 238,503,709.51 (2) Transfer to investment property 286,758,670.97 286,758,670.97 4. Closing balance 10,640,660,046.65 44,092,418,191.46 308,616,664.66 456,461,101.41 55,498,156,004.18 II. Accumulated depreciation 1. Opening balance 1,796,330,000.77 13,297,091,535.53 188,896,834.23 257,770,900.14 15,540,089,270.67 2. Increase during the period 287,122,672.66 1,840,044,300.88 24,266,346.27 19,855,731.97 2,171,289,051.78 (1) Provision 273,654,601.31 1,796,694,649.00 23,311,255.85 15,686,743.12 2,109,347,249.28 (2) Additions arising from business combinations 13,468,071.35 43,349,651.88 955,090.42 4,168,988.85 61,941,802.50 3. Decrease during the period 27,629,344.79 11,245,005.10 31,125,130.36 863,988.17 70,863,468.42 (1) Disposal or retirement 27,629,344.79 11,245,005.10 31,125,130.36 863,988.17 70,863,468.42 4. Closing balance 2,055,823,328.64 15,125,890,831.31 182,038,050.14 276,762,643.94 17,640,514,854.03 III. Provision for impairment 1. Opening balance 27,808,852.79 157,777,407.54 13,889.13 7,434,552.87 193,034,702.33 2. Increase during the period 13,409,318.95 681.05 13,410,000.00 (1) Provision 13,409,318.95 681.05 13,410,000.00 3. Decrease during the period 510,211.15 510,211.15 (1) Disposal or retirement 510,211.15 510,211.15 4. Closing balance 27,808,852.79 170,676,515.34 13,889.13 7,435,233.92 205,934,491.18 IV. Carrying amount 1. Closing carrying amount 8,557,027,865.22 28,795,850,844.81 126,564,725.39 172,263,223.55 37,651,706,658.97 2. Opening carrying amount 8,117,442,027.22 26,027,211,517.45 162,118,883.85 133,162,604.17 34,439,935,032.69 2020 ANNUAL REPORT 225 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 14. Fixed assets (Cont’d) (2) Particulars of temporarily idle fixed assets Unit: RMB Original carrying Accumulated Provision for Item amount depreciation impairment Carrying amount Remark Housing and building structure 83,342,314.23 23,592,451.29 3,103,215.82 56,646,647.12 Machinery and equipment 1,034,606,835.60 525,012,703.51 165,810,094.18 343,784,037.91 Transportation equipment 12,200.00 10,980.00 1,220.00 Electronic equipment and others 1,086,525.74 975,604.67 7,868.32 103,052.75 Total 1,119,047,875.57 549,591,739.47 168,921,178.32 400,534,957.78 (3) Particulars of fixed assets without obtaining property right certificates Unit: RMB Reason for not yet obtaining property Item Carrying amount right certificates Housing and building structure (Zhanjiang Chenming Pulp & Paper Co., Ltd.) 1,111,166,398.82 Under application Housing and building structure (Huanggang Chenming Pulp & Paper Co., Ltd.) 535,764,603.22 Under application Housing and building structure (Shouguang Meilun Paper Co., Ltd.) 455,610,370.30 Under application Housing and building structure (Jilin Chenming Paper Co., Ltd.) 390,201,069.69 Under application Housing and building structure (Jiangxi Chenming Paper Co., Ltd.) 211,164,032.89 Under application Housing and building structure (Shandong Chenming Paper Holdings Limited) 117,902,833.18 Under application Housing and building structure (Wuhan Chenming Hanyang Paper Holdings Co., Ltd.) 79,389,207.27 Under application Housing and building structure (Chengdu Chenming Culture Communication Co., Ltd.) 13,289,619.14 Under application 226 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 15. Construction in progress Unit: RMB Item Closing balance Opening balance Construction in progress 171,178,595.73 5,467,321,406.80 Materials for project 8,679,346.10 8,801,522.15 Total 179,857,941.83 5,476,122,928.95 (1) Particulars of construction in progress Unit: RMB Closing balance Opening balance Impairment Impairment Item Book balance provision Carrying amount Book balance provision Carrying amount High-end cultural paper (Meilun) 179,056,842.38 179,056,842.38 Huanggang Chenming integrated forestry, pulp and paper project 4,601,844,646.27 4,601,844,646.27 Biomass power generation project 193,548,348.79 193,548,348.79 Membrane treatment project (Zhanjiang Chenming) 25,833,751.07 25,833,751.07 Technological modification project 59,209,256.24 59,209,256.24 67,088,127.35 67,088,127.35 Upgrading and renovation of back pressure unit of captive power plant 263,626,439.57 263,626,439.57 Fly ash cement ceramsite production project 54,246,139.19 54,246,139.19 51,767,628.00 51,767,628.00 Light calcium carbonate project (Meilun) 13,836,002.27 13,836,002.27 288,205.15 288,205.15 Others 73,575,656.20 29,688,458.17 43,887,198.03 113,792,158.63 29,524,740.41 84,267,418.22 Total 200,867,053.90 29,688,458.17 171,178,595.73 5,496,846,147.21 29,524,740.41 5,467,321,406.80 2020 ANNUAL REPORT 227 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 15. Construction in progress (Cont’d) (2) Changes in material construction in progress projects for the period Unit: RMB Of which: Capi a i at on Other capi a i ed rate of t e Transfer t f xed deduct ons Accumula ed Accumula ed i t rest i t rest Budget I crease during asset during during t e Closing I vestment Construct on capi a i ed amount during amount f r Project name ( MB0,000) Opening balance t e period t e period period balance t budget i progress i t rest t e period t e period Source of f nd Upgrading and r novat on of back pressure uni 27,400.00 263,626,439.57 21,178,256.31 284,804,695.88 0.00 96.95% 100.00 2,652,039.64 1,830,034.66 5.35% Sel -owned f nds of capt ve power plant ( handong Chenming) and bor owings New cul u a paper machine ( houguang Mei un) 376,102.00 179,056,842.38 72,431,388.46 251,488,230.84 0.00 95.37% 100.00 Sel -owned f nds and bor owings Forest y-pulp-paper pro ect ( uanggang 500,000.00 4,601,844,646.27 121,933,422.99 4,723,778,069.26 0.00 94.80% 100.00 241,118,047.00 17,272,974.15 5.94% Sel -owned f nds Chenming) and bor owings Biomass power genera i n pro ect ( uanggang 20,000.00 193,548,348.79 4,419,515.45 197,967,864.24 0.00 98.98% 100.00 Sel -owned f nds Chenming) and bor owings Tota 923,502.00 5,238,076,277.01 219,962,583.21 5,458,038,860.22 – – 243,770,086.64 19,103,008.81 11.29% – (3) Particulars of provision for construction in progress impairment Unit: RMB Amount for Reason for Item the period the provision Differentiated viscose and spinning and chemical project 126,359.27 Project change Huanggang Chenming northern district natural gas project 37,358.49 Project change Total 163,717.76 – (4) Materials for project Unit: RMB Closing balance Opening balance Impairment Carrying Impairment Carrying Item Book balance provision amount Book balance provision amount Special materials 8,679,346.10 8,679,346.10 8,801,522.15 8,801,522.15 Total 8,679,346.10 8,679,346.10 8,801,522.15 8,801,522.15 228 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 16. Right-of-use assets Unit: RMB Housing and Item Land use rights building structure Total I. Original carrying amount 1. Opening balance 163,334,964.90 163,334,964.90 2. Increase during the period 55,766,425.37 5,571,378.54 61,337,803.91 (1) Lease 55,766,425.37 5,571,378.54 61,337,803.91 3. Decrease during the period 4. Closing balance 219,101,390.27 5,571,378.54 224,672,768.81 II. Accumulated depreciation 1. Opening balance 11,193,082.85 11,193,082.85 2. Increase during the period 7,355,907.95 247,058.26 7,602,966.21 (1) Provision 7,355,907.95 247,058.26 7,602,966.21 3. Decrease during the period 4. Closing balance 18,548,990.80 247,058.26 18,796,049.06 III. Provision for impairment 1. Opening balance 2. Increase during the period 3. Decrease during the period 4. Closing balance IV. Carrying amount 1. Closing carrying amount 200,552,399.47 5,324,320.28 205,876,719.75 2. Opening carrying amount 152,141,882.05 152,141,882.05 2020 ANNUAL REPORT 229 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 17. Intangible assets (1) Particulars of intangible assets Unit: RMB Unpatented Certificates of Item Land use rights Patents technology Software third party right Total I. Original carrying amount 1. Opening balance 2,181,863,551.51 20,682,183.44 15,908,674.87 2,218,454,409.82 2. Increase during the period 117,065,481.72 27,358,613.05 891,779.81 145,315,874.58 (1) Acquisition 101,130,000.00 519,053.10 101,649,053.10 (2) Internal research and development (3) Additions arising from business combinations 15,935,481.72 27,358,613.05 372,726.71 43,666,821.48 3. Decrease during the period 107,209,008.00 107,209,008.00 (1) Disposal 107,209,008.00 107,209,008.00 4. Closing balance 2,191,720,025.23 27,358,613.05 21,573,963.25 15,908,674.87 2,256,561,276.40 II. Accumulated amortisation 1. Opening balance 411,294,258.75 19,091,821.06 7,006,425.50 437,392,505.31 2. Increase during the period 46,526,592.72 911,953.77 1,470,131.84 5,298,404.52 54,207,082.85 (1) Provision 43,072,342.03 1,320,348.90 5,298,404.52 49,691,095.45 (2) Business combinations 3,454,250.69 911,953.77 149,782.94 4,515,987.40 3. Decrease during the period 9,662,821.09 9,662,821.09 (1) Disposal 9,662,821.09 9,662,821.09 4. Closing balance 448,158,030.38 911,953.77 20,561,952.90 12,304,830.02 481,936,767.07 III. Impairment provision 1. Opening balance 2. Increase during the period (1) Provision 3. Decrease during the period (1) Disposal 4. Closing balance IV. Carrying amount 1. Closing carrying amount 1,743,561,994.85 26,446,659.28 1,012,010.35 3,603,844.85 1,774,624,509.33 2. Opening carrying amount 1,770,569,292.76 1,590,362.38 8,902,249.37 1,781,061,904.51 Explanation: (1) For details of restricted ownership, please refer to note VII. 63. (2) Certificates of third party right refer to enterprise emission rights, with the expiry date ranging between 14 September 2018 and 13 September 2021. 230 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 18. Goodwill (1) Original carrying amount of goodwill Unit: RMB Increase during Decrease during the period the period Arising from Name of investee or event Opening business generating goodwill balance combinations Disposal Closing balance Shandong Chenming Panels Co., Ltd. 5,969,626.57 5,969,626.57 Jilin Chenming Paper Co., Ltd. 14,314,160.60 14,314,160.60 Kunshan Tuoan Plastic Products Co., Ltd. 26,946,905.38 26,946,905.38 Total 20,283,787.17 26,946,905.38 47,230,692.55 (2) Provision for impairment of goodwill Unit: RMB Increase during Decrease during the period the period Name of investee or event Opening Closing generating goodwill balance Provision Disposal balance Jilin Chenming Paper Co., Ltd. 14,314,160.60 14,314,160.60 Total 14,314,160.60 14,314,160.60 Explanation: The Company assessed the recoverable amount of goodwill and determined that the goodwill related to the Company’s panel and plastic business was not impaired. With the category of the principal activities as the basis for determining the reporting segments, the Company regards Shandong Chenming Panels Co., Ltd. and Kunshan Tuoan Plastic Products Co., Ltd. as two separate asset groups. Their recoverable amount is determined based on the present value of the estimated future cash flows. Future cash flows are determined based on the financial budget for 2021 to 2025 as approved by the management, and adopt 7.28% as the discount rate which is the interest rate of the 5-year bonds issued by the Company in 2018. The cash flows for more than 5 years are calculated based on the growth rate of 5%. Other key assumptions used in estimating future cash flows include the estimated sales and gross profit based on the performance of such asset group in the past and the expectation to market development by the management. The management believes that any reasonable change in the above assumptions will not result in the total book value of the asset group Shandong Chenming Panels Co., Ltd. and the asset group Kunshan Tuoan Plastic Products Co., Ltd. exceeding its recoverable amount. 2020 ANNUAL REPORT 231 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 19. Long-term prepaid expenses Unit: RMB Amortisation Opening Increase during during the Other Closing Item balance the period period deductions balance Woodland expenses 9,642,224.60 605,796.00 9,036,428.60 Others 38,561,184.11 5,774,110.26 2,310,237.48 42,025,056.89 Total 48,203,408.71 5,774,110.26 2,916,033.48 51,061,485.49 20. Deferred income tax assets/deferred income tax liabilities (1) Deferred income tax assets before offsetting Unit: RMB Closing balance Opening balance Deductible Deductible temporary Deferred income temporary Deferred income Item difference tax assets difference tax assets Provision for impairment of assets 2,210,402,262.82 509,732,949.61 1,791,356,735.71 417,688,820.31 Unrealised profit arising from intra-group transactions 205,628,008.40 51,407,002.10 164,089,227.26 41,022,306.82 Deductible loss 2,445,427,000.05 400,915,339.22 2,243,481,924.83 344,125,106.67 Outstanding payables 538,679,932.17 88,774,034.53 446,580,396.87 68,163,018.91 Deferred income 127,445,713.46 21,358,762.71 116,165,951.14 21,443,378.33 Debt reconstructing 47,906,363.94 11,976,590.97 Total 5,575,489,280.84 1,084,164,679.14 4,761,674,235.81 892,442,631.04 (2) Deferred income tax liabilities before offsetting Unit: RMB Closing balance Opening balance Taxable Deferred Taxable Deferred temporary income tax temporary income tax Item differences liabilities differences liabilities Asset valuation increment from business combinations involving entities not under common control 43,816,906.47 6,572,535.97 Debt reconstructing 5,644,502.36 1,411,125.59 Total 43,816,906.47 6,572,535.97 5,644,502.36 1,411,125.59 232 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 20. Deferred income tax assets/deferred income tax liabilities (Cont’d) (3) The breakdown of unrecognised deferred income tax assets Unit: RMB Item Closing balance Opening balance Deductible temporary difference 59,564,220.72 352,057,221.14 Deductible loss 776,900,858.71 521,737,724.53 Total 836,465,079.43 873,794,945.67 (4) Expiry of deductible loss of unrecognised deferred income tax assets falls in the periods as follows Unit: RMB Year Closing amount Opening amount Remark 2020 674,989.71 2021 66,234,527.65 185,647.61 2022 187,801,057.21 11,628,813.14 2023 138,151,854.93 164,859,774.53 2024 108,619,258.72 344,388,499.54 2025 276,094,160.20 Total 776,900,858.71 521,737,724.53 – 2020 ANNUAL REPORT 233 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 21. Other non-current assets Unit: RMB Closing balance Opening balance Impairment Carrying Impairment Carrying Item Book balance provision amount Book balance provision amount Prepayments for land transfer fees 101,130,000.00 101,130,000.00 Prepayments for engineering and equipment 58,886,418.75 58,886,418.75 62,945,826.67 62,945,826.67 Prepayments for properties 9,800,000.00 9,800,000.00 Total 58,886,418.75 58,886,418.75 173,875,826.67 173,875,826.67 22. Short-term borrowings (1) Classification of short-term borrowings Unit: RMB Item Closing balance Opening balance Mortgage borrowings 279,524,407.05 859,312,833.51 Pledged borrowings 35,075,833.33 180,000,000.00 Guaranteed borrowings 7,536,960,272.39 7,082,088,423.98 Credit borrowings 8,189,875,845.09 7,174,060,275.17 Discounted borrowings 16,752,556,600.00 21,587,694,481.53 Total 32,793,992,957.86 36,883,156,014.19 Explanation of the classification of short-term borrowings: For classification and amount of mortgage borrowing and mortgage borrowing, please see 1. Monetary funds and 63. Assets with restricted ownerships or right to use in Note VII; For classification and amount of pledged borrowing and mortgage borrowing, please see notes in relation, please see 1. Monetary funds and 63. Assets with restricted ownerships or right to use in Note VII; Overdue short-term borrowings: total outstanding accounts payable as at the end of the year amounted to RMB0.00. 234 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 23. Bills payable Unit: RMB Item Closing balance Opening balance Commercial acceptance bills 984,661,462.19 625,325,798.18 Bank acceptance bills 2,014,275,274.15 889,722,407.82 Total 2,998,936,736.34 1,515,048,206.00 Total outstanding bills payable as at the end of the period amounted to RMB0.00. 24. Accounts payable (1) Particulars of accounts payable Unit: RMB Item Closing balance Opening balance Loans 3,416,069,031.99 3,393,786,063.51 Payment for engineering 139,679,646.76 408,694,349.00 Payment for equipment 260,995,383.02 312,292,221.48 Others 225,686,670.54 236,314,947.99 Total 4,042,430,732.31 4,351,087,581.98 (2) Significant advance receipts for over 1 year Unit: RMB Item Closing balance Reasons BEIJING GUODIAN FUTONG SCIENCE AND DEVELOPMENT CO., LTD. 46,122,225.40 Quality guarantee deposit OMYA HAIMING (NANCHANG) CHEMICAL CO. LTD. 16,000,000.00 Quality guarantee deposit CHINA ENERGY ENGINEERING GROUP GUANGZHOU ELECTRIC 14,128,415.00 Quality guarantee POWER DESIGN INSTITUTE CO., LTD. deposit ZHEJIANG JNDIA PIPELINE INDUSTRY CO., LTD. 10,556,896.91 Quality guarantee deposit GUANGXI CONSTRUCTION ENGINEERING GROUP NO.1 10,551,074.40 Quality guarantee INSTALLATION CO.,LTD. deposit Total 97,358,611.71 –- 2020 ANNUAL REPORT 235 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 25. Contract liabilities Unit: RMB Item Closing balance Opening balance Advance loans 1,051,147,044.74 968,082,063.13 Total 1,051,147,044.74 968,082,063.13 26. Staff remuneration payables (1) Particulars of staff remuneration payables Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance I. Short-term remuneration 189,006,380.72 1,296,897,761.88 1,254,154,559.51 231,749,583.09 II. Retirement benefit plan-defined contribution scheme 1,223,502.80 166,575,509.35 167,172,009.93 627,002.22 III. Termination benefits 648,217.62 648,217.62 Total 190,229,883.52 1,464,121,488.85 1,421,974,787.06 232,376,585.31 (2) Particulars of short-term remuneration Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance 1. Salaries, bonuses, allowance and subsidies 120,634,999.88 1,044,444,322.93 994,436,561.07 170,642,761.74 2. Staff welfare 49,985,551.24 49,985,551.24 3. Social insurance premium 1,871,932.30 81,044,996.18 82,331,320.75 585,607.73 Of which: Medical insurance premium 840,248.82 74,898,536.86 75,163,371.97 575,413.71 Work-related injury insurance premium 23,069.88 3,288,764.35 3,308,295.63 3,538.60 Maternity insurance premium 1,008,613.60 2,857,694.97 3,859,653.15 6,655.42 4. Housing provident funds 8,856,543.62 95,606,990.68 96,464,622.92 7,998,911.38 5. Union funds and workers’ education 35,831,023.93 25,395,902.46 30,452,086.91 30,774,839.48 6. Other short-term remuneration 21,811,880.99 419,998.39 484,416.62 21,747,462.76 Total 189,006,380.72 1,296,897,761.88 1,254,154,559.51 231,749,583.09 236 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 26. Staff remuneration payables (Cont’d) (3) Defined contribution plan Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Basic pension insurance premiums 1,033,762.42 160,480,797.91 160,954,876.73 559,683.60 Unemployment insurance premiums 189,740.38 6,094,711.44 6,217,133.20 67,318.62 Total 1,223,502.80 166,575,509.35 167,172,009.93 627,002.22 27. Taxes payable Unit: RMB Item Closing balance Opening balance Value added tax 294,438,467.26 81,745,671.90 Enterprise income tax 274,637,537.42 166,389,232.03 Individual income tax 41,648,852.90 29,565,363.87 Urban maintenance and construction tax 10,137,043.67 5,844,684.79 Land use tax 7,522,959.20 8,206,677.02 Property tax 9,232,558.17 8,239,300.78 Educational surcharges and others 8,112,168.27 6,850,900.34 Land appreciation tax 2,024,028.20 Environmental Protection Tax 2,263,933.52 Resource tax 255.00 Stamp duty 2,630,037.02 4,712,286.00 Total 652,647,840.63 311,554,116.73 2020 ANNUAL REPORT 237 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 28. Other payables Unit: RMB Item Closing balance Opening balance Interest payable 178,992,959.85 208,189,699.15 Other payables 1,777,722,407.98 2,386,059,927.39 Total 1,956,715,367.83 2,594,249,626.54 (1) Interest payable Unit: RMB Item Closing balance Opening balance Interest on Corporate Bonds 17,401,472.25 103,432,934.98 Interest on borrowings 81,495,654.29 27,960,930.86 Interest on medium-term notes 80,095,833.31 76,795,833.31 Total 178,992,959.85 208,189,699.15 (2) Other payables 1) Other payables by nature Unit: RMB Item Closing balance Opening balance Open credit 625,546,672.65 1,287,822,732.06 Deposit 259,341,777.01 451,756,402.26 Accrued expenses 525,268,287.87 506,095,837.14 The obligation to repurchase shares under the share incentive scheme 226,860,000.00 Others 140,705,670.45 140,384,955.93 Total 1,777,722,407.98 2,386,059,927.39 238 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 28. Other payables (Cont’d) (2) Other payables (Cont’d) 2) Significant advance receipts for over 1 year Unit: RMB Item Closing balance Reasons NINE DRAGONS DAWEI HOLDINGS CO., LTD. 30,000,000.00 Deposit STATE-OWNED SHOUGUANG QINGSHUIPO FARM 8,800,000.00 Open credit WUHAN TIANRUI PAPER CO., LTD. 7,341,708.00 Deposit SHOUGUANG LONGYUAN PAPER COATING CO., LTD. 4,500,000.00 Deposit NANJING BAIJU RENEWABLE RESOURCES CO., LTD. 4,020,000.00 Deposit Total 57,004,704.17 29. Non-current liabilities due within one year Unit: RMB Item Closing balance Opening balance Long-term receivables due within one year 2,935,835,697.30 2,520,582,051.43 Bonds payable due within one year 899,122,500.00 Long-term payables due within one year 1,621,095,530.96 2,238,647,651.02 Lease liabilities due within one year 4,606,717.58 4,606,717.58 Other non-current liabilities due within one year 2,599,411,670.09 Total 7,160,949,615.93 5,662,958,920.03 30. Other current liabilities Unit: RMB Item Closing balance Opening balance Short-term bonds payable 157,037,833.35 222,402,500.00 Total 157,037,833.35 222,402,500.00 2020 ANNUAL REPORT 239 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 30. Other current liabilities (Cont’d) Increase/decrease in short-term bonds payable: Unit: RMB Issue Amortisation Redemption Name of during Interest at of premium/ during commercial paper Par value Date of issue Term Amount Opening balance the period par value discount the period Closing balance 2019 fourth tranche of super & short-term commercial paper 300,000,000.00 2019-4-30 270 days 299,550,000.00 52,915,000.00 52,915,000.00 2019 fifth tranche of super & short-term commercial paper 300,000,000.00 2019-5-24 270 days 299,550,000.00 11,605,000.00 1,627,500.00 50,000.00 13,282,500.00 2019 sixth tranche of super & short-term commercial paper 300,000,000.00 2019-7-31 270 days 299,550,000.00 157,882,500.00 4,777,500.00 150,000.00 162,810,000.00 2020 first tranche of super & short-term commercial paper 300,000,000.00 2020-4-22 270 days 299,550,000.00 299,550,000.00 12,130,833.35 450,000.00 155,093,000.00 157,037,833.35 Total 1,200,000,000.00 1,198,200,000.00 222,402,500.00 299,550,000.00 18,535,833.35 650,000.00 384,100,500.00 157,037,833.35 31. Long-term borrowings (1) Types of long-term borrowings Unit: RMB Item Closing balance Opening balance Pledge borrowings 74,823,068.83 Secured borrowings 4,618,249,057.65 5,110,291,847.19 Guarantee borrowings 4,319,737,618.80 5,695,114,793.03 Credit borrowings 2,075,000,000.00 780,692,035.94 Less: long-term borrowings due within 1 year 2,935,835,697.30 2,520,582,051.43 Total 8,077,150,979.15 9,140,339,693.56 Explanation of the classification of long-term borrowings: For classification and amount of mortgage borrowing and mortgage borrowing, please see 1. Monetary funds and 63. Assets with restricted ownerships or right to use in Note VII. For classification and amount of pledged borrowing and mortgage borrowing, please see notes in relation, please see 1. Monetary funds and 63. Assets with restricted ownerships or right to use in Note VII. 240 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 32. Bonds payable (1) Bonds payable Unit: RMB Item Closing balance Opening balance 17 Chenming Bond 01- Chenming Group 89,957,250.00 89,070,000.00 18 Chenming Bond 01- Chenming Group 350,000,000.00 Chenming USD Bonds 1,096,920,101.46 1,169,200,909.49 Total 1,536,877,351.46 1,258,270,909.49 (2) Increase/decrease in bonds payable (excluding other financial instruments such as Preference Shares and Perpetual Bonds classified as financial liabilities) Unit: RMB Changes in foreign Amortisation exchange Issue during Interest at of premium/ Redemption gains and Bond name Par value Date of issue Term Amount Opening balance the period par value discount during the period losses Closing balance 17 Chenming Bond 01-Chenming Group 1,200,000,000.00 2017/8/22 5 1,198,200,000.00 89,070,000.00 6,552,000.00 887,250.00 6,552,000.00 89,957,250.00 18 Chenming Bond 01- Chenming Group 350,000,000.00 2018/4/2 5 350,000,000.00 899,122,500.00 350,000,000.00 25,480,000.00 924,602,500.00 350,000,000.00 Chenming USD Bonds 1,137,120,600.00 2019/8/6 2.6 1,125,276,863.46 1,169,200,909.49 104,934,612.24 3,588,560.35 104,934,612.24 -75,869,368.38 1,096,920,101.46 Total 2,687,120,600.00 – – 2,673,476,863.46 2,157,393,409.49 350,000,000.00 136,966,612.24 4,475,810.35 1,036,089,112.24 -75,869,368.38 1,536,877,351.46 Less: payable due within one year 899,122,500.00 Total 2,687,120,600.00 1,258,270,909.49 350,000,000.00 136,966,612.24 4,475,810.35 1,036,089,112.24 -75,869,368.38 1,536,877,351.46 33. Lease liabilities Unit: RMB Item Closing balance Opening balance Lease payments payable 85,933,149.45 90,539,867.03 Less: Unrecognised financing expenses 21,054,661.97 26,236,020.80 Less: Lease liabilities due within one year 4,606,717.58 4,606,717.58 Total 60,271,769.90 59,697,128.65 2020 ANNUAL REPORT 241 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 34. Long-term payables Unit: RMB Item Closing balance Opening balance Long-term payables 2,295,309,357.74 3,321,535,538.94 Total 2,295,309,357.74 3,321,535,538.94 (1) By nature Unit: RMB Item Closing balance Opening balance Retention for the financial leasing operations 64,196,192.92 160,190,103.51 China Development Bank Special funds 517,500,000.00 595,000,000.00 Contributions by other partners 34,210,000.00 Financial leasing 3,300,498,695.78 4,804,993,086.45 Subtotal 3,916,404,888.70 5,560,183,189.96 Less: Long-term payables due within 1 year 1,621,095,530.96 2,238,647,651.02 Total 2,295,309,357.74 3,321,535,538.94 Other explanations: Contributions by other partners refer to the contributions made by other partners to the Company’s special structured entity, namely Weifang Chenming Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership), and such contributions are reclassified as financial liabilities on a consolidation basis. 35. Provisions Unit: RMB Item Closing balance Opening balance Reason Losses from Pending litigation 325,259,082.28 325,259,082.28 Arjo’s lawsuit Total 325,259,082.28 325,259,082.28 Other explanations, including the explanations on significant assumptions and estimation related to significant provision: In February 2017, Arjowiggins HKK2 Limited (“HKK2 Company”) submitted a H share winding-up petition to Hong Kong High Court due to a joint venture dispute, which required a compensation for economic loss of RMB167 million and interest thereon, and legal costs of USD3.54 million and arbitration fee of HK$3.3 million and interest thereon to HKK2. The Company made provision of RMB320 million for such pending litigation in 2017. On 5 August 2020, Hong Kong High Court rejected the Group’s appeal. The Group is seeking ways of appeal again to safeguard the lawful rights and interests of the Company and the investor community. 242 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 36. Deferred income Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Reason Government grants 1,771,013,335.11 27,420,000.00 160,436,698.60 1,637,996,636.51 Financial provision Total 1,771,013,335.11 27,420,000.00 160,436,698.60 1,637,996,636.51 Items in respect of government grants: Unit: RMB Include in Amount New grants non-operating Include in charged during income for other income against cost Asset-related/ Item Opening balance the period the period for the period expenses Other changes Closing balance income-related Project fund for National Key Technology Research and Development Program 1,452,525.00 0.00 0.00 164,700.00 0.00 0.00 1,287,825.00 Asset-related Sewage treatment and water conservation transformation project 63,274,136.71 0.00 0.00 3,673,020.38 0.00 0.00 59,601,116.33 Asset-related Huanggang forestry-pulp- paper project 681,564,072.66 0.00 0.00 28,398,506.40 0.00 0.00 653,165,566.26 Asset-related Zhanjiang forestry-pulp- paper project 67,047,201.50 0.00 0.00 12,145,971.39 0.00 0.00 54,901,230.11 Asset-related Industrial logistics park reconstruction compensation 51,960,000.00 0.00 0.00 0.00 0.00 51,960,000.00 0.00 Asset-related Financial subsidies for technical transformation project 168,182,448.80 0.00 0.00 12,496,307.72 0.00 0.00 155,686,141.08 Asset-related Funding for environmental protection 700,228,305.19 27,420,000.00 0.00 50,008,737.63 0.00 0.00 677,639,567.56 Asset-related Others 37,304,645.25 1,589,455.08 35,715,190.17 Asset-related Total 1,771,013,335.11 27,420,000.00 0.00 108,476,698.60 0.00 51,960,000.00 1,637,996,636.51 2020 ANNUAL REPORT 243 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 37. Other non-current liabilities Unit: RMB Item Closing balance Opening balance Medium-term notes 789,521,686.07 3,042,841,328.86 Total 789,521,686.07 3,042,841,328.86 38. Share capital Unit: RMB Increase/decrease during the year (+/-) Shares converted Opening balance New issue Bonus issue from reserves Others Subtotal Closing balance Total number of shares 2,904,608,200.00 79,600,000.00 0.00 0.00 0.00 79,600,000.00 2,984,208,200.00 39. Other equity instruments (1) Preference Shares, Perpetual Bonds and other financial instruments outstanding at the end of the period Outstanding Dividend Condition financial Year of Accounting or interest Issue Maturity date or for instruments issuance classification rate price Issue size Amount (RMB) renewal status conversion Conversion 17 Lu Chenming Equity No defined Non- MTN001 2017 instrument 6.80% 100.00 10,000,000.00 1,000,000,000.00 maturity date None convertible Equity No defined Non- Chenming You 01 2016 instrument 4.36% 100.00 22,500,000.00 2,250,000,000.00 maturity date None convertible Equity No defined Non- Chenming You 02 2016 instrument 5.17% 100.00 10,000,000.00 1,000,000,000.00 maturity date None convertible Equity No defined Non- Chenming You 03 2016 instrument 5.17% 100.00 12,500,000.00 1,250,000,000.00 maturity date None convertible Total 5,500,000,000.00 244 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 39. Other equity instruments (Cont’d) (2) Changes in Preference Shares, Perpetual Bonds and other financial instruments outstanding at the end of the period Unit: RMB Beginning of the period Increase during the period Decrease during the period End of the period Outstanding financial instruments Number Carrying amount Number Carrying amount Number Carrying amount Number Carrying amount 17 Lu Chenming MTN001 10,000,000.00 996,000,000.00 10,000,000.00 996,000,000.00 17 Lu Chenming MTN002 20,000,000.00 1,992,000,000.00 20,000,000.00 1,992,000,000.00 Chenming You 01 22,500,000.00 2,238,750,000.00 22,500,000.00 2,238,750,000.00 Chenming You 02 10,000,000.00 999,000,000.00 10,000,000.00 999,000,000.00 Chenming You 03 12,500,000.00 1,239,750,000.00 12,500,000.00 1,239,750,000.00 Total 75,000,000.00 7,465,500,000.00 20,000,000.00 1,992,000,000.00 55,000,000.00 5,473,500,000.00 Changes (increase or decrease) in other equity instruments during the period, the reasons for such changes, and the basis for relevant accounting treatment: The Company issued medium-term notes amounting to RMB3,000 million on 12 July and 28 September 2017 at a coupon rate of 6.80% and 6.30% respectively. The proceeds net of issue costs amounted to RMB2,988.00 million. On 28 September 2020, The Company exercised the option to redeem medium-term notes amounting to RMB2,000 million. The notes are debts without a defined maturity date and will continue indefinitely until the exercise of the right of redemption by the Company. The interest rate of the bills is determined by the basic interest rate + the initial interest rate + 300BP. It has the feature of capped interest rates and the capped interest rate does not exceed the average interest rate level of the same type of instruments in the same industry in the same period; The Company has the right to defer any payment of interest. The right of redemption of the notes is vested in the Company so that it is up to the Company to decide whether to redeem or not; the priority of repayment of the principal and interest of medium-term notes for the period is the same as other outstanding debt financing instruments of the issuers in the event of winding up, because there is low probability of bankruptcy that the Company will not be liable for contractual obligations to deliver cash or other financial assets expected. Based on the above, the notes do not contain any term giving rise to any contractual obligation to deliver cash or other financial assets to any other entity, or to exchange any financial asset or financial liability with any other entity under potential adverse circumstances. Consequently, they are eligible to be recognised and accounted for as equity instruments and included under other equity instruments. The Company non-publicly issued Preference Shares amounting to RMB4,500 million on 17 March, 17 August and 22 September 2016 respectively. The proceeds net of issue costs amounted to RMB4,477.50 million. 2020 ANNUAL REPORT 245 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 39. Other equity instruments (Cont’d) (2) Changes in Preference Shares, Perpetual Bonds and other financial instruments outstanding at the end of the period (Cont’d) Holders of Preference Shares participate in profit distribution in two portions, namely the fixed dividend distributed based on a fixed dividend rate and the distribution of retained earnings realised for the year. Distribution of fixed dividend According to the Articles of Association, the Company shall distribute fixed dividends to holders of the Preference Shares at fixed dividend rate if there are distributable profits after making good losses and the contribution to reserve fund according to law. The Board is authorised by the general meeting to declare and pay all dividends on the Preference Shares in accordance with the issuance plan under the framework and principles considered and approved in the general meeting in respect of the Preference Shares. The general meeting of the Company has the right to cancel part of or all of the current dividends on the Preference Shares. However, when the general meeting of the Company considers the cancellation of part of or all of the current dividends on the Preference Shares, the Company shall inform the shareholders of Preference Shares at least 10 working days before the date of dividend payment in accordance with the requirements of the related authorities. Participation in the distribution of retained earnings realised for the year Holders of Preference Shares participate in the distribution of the retained earnings through receipt of cash which is non-cumulative and non-deferrable. In the event of making good losses and the contribution to reserve fund according to law, after receiving fixed dividends at fixed dividend rate as agreed, holders of Preference Shares can also participate in the distribution of the retained earnings for the year in proportion. Specific terms are as follows: the retained earnings for the year arises from net profit attributable to owners of the parent company on a consolidated basis upon distribution of relevant fixed income to holders of financial instruments such as the Preference Shares which may be classified under equity. 50% of the retained earnings shall be distributed to holders of Preference Shares and ordinary shareholders. Holders of Preference Shares shall participate in the distribution of the retained earnings by receiving cash dividends, and the ordinary shareholders shall participate in the distribution of the retained earnings by receiving cash dividends or dividends on ordinary shares. Based on the above, the Preference Shares do not contain any term giving rise to any contractual obligation to deliver cash or other financial assets to any other entity, or to exchange any financial asset or financial liability with any other entity under potential adverse circumstances. Consequently, they were accounted for as other equity instruments – Preference Shares. 246 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 40. Capital reserves Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Capital premium (share premium) 4,416,363,920.09 215,164,804.37 12,426,743.15 4,619,101,981.31 Other capital reserves 670,322,507.21 32,486,925.23 702,809,432.44 Total 5,086,686,427.30 247,651,729.60 12,426,743.15 5,321,911,413.75 Other explanations, including changes (increase or decrease) during the period and reasons for such changes: During the year, the Group implemented a share incentive scheme and issued additional restricted shares to its participants with an increase of capital reserves of RMB146,264,104.00; the Group recognised the management fees during the vesting period for the share-based payments with an increase of capital reserves of RMB32,486,925.23; the Group repaid equity-settled Perpetual Bonds with a decrease of capital reserves of RMB8,000,000.00; a capital increase of Shouguang Meilun Paper Co., Ltd., a subsidiary of the Group, was contributed on the part of another investor, which causing a decrease in the Company’s shareholding without a loss of control, and an increase of capital reserves of RMB44,819,271.77; the Group acquired the non-controlling interests of a subsidiary, Wuhan Chenming Hanyang Paper Holdings Co., Ltd. with a decrease of capital reserves of RMB4,426,743.15; the Group acquired the non-controlling interests of a subsidiary, Jiangxi Chenming Paper Co., Ltd. with an increase of capital reserves of RMB24,081,428.60. 41. Treasury shares Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Share incentive 0.00 226,860,000.00 0.00 226,860,000.00 Total 0.00 226,860,000.00 0.00 226,860,000.00 Other explanations, including changes (increase or decrease) during the period and reasons for such changes: During the year, the Company issued additional 79,600,000 A shares by implementing the share incentive scheme and recognised treasury shares for the obligation to repurchase. 2020 ANNUAL REPORT 247 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 42. Other comprehensive income Unit: RMB During the period Less: Transferred Less: Transferred from other from other comprehensive comprehensive income in prior Incurred income in prior periods to Attributable to before periods to retained Less: Attributable to minority income tax profit or loss earnings Income tax parent company shareholders Item Opening balance for the period during the period during the period expenses after tax after tax Closing balance I. Other comprehensive income that cannot be reclassified to profit or loss in subsequent periods II. Other comprehensive income that will be reclassified to profit and loss in subsequent periods -879,452,135.10 317,765,527.44 317,765,527.44 -561,686,607.66 Including: Other comprehensive income that may be reclassified to profit and loss under the equity method -12,359,143.50 -12,359,143.50 -12,359,143.50 Translation differences of financial statements denominated in foreign currency -879,452,135.10 330,124,670.94 330,124,670.94 -549,327,464.16 Total other comprehensive income -879,452,135.10 317,765,527.44 317,765,527.44 -561,686,607.66 43. Surplus reserves Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Statutory surplus reserves 1,212,009,109.97 1,212,009,109.97 Total 1,212,009,109.97 1,212,009,109.97 248 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 44. General risk reserves Unit: RMB Decrease during Item Closing balance Opening balance the period Closing balance General risk reserves 74,122,644.20 74,122,644.20 Total 74,122,644.20 74,122,644.20 45. Retained profit Unit: RMB Item The period The prior period Retained profit as at the end of the prior year before adjustment 9,306,269,617.38 9,107,422,690.85 Retained profit as at the beginning of the year after adjustment 9,306,269,617.38 9,107,422,690.85 Plus: Net profit for year attributable to shareholders of the parent company 1,712,029,078.52 1,656,566,584.88 Less: Transfer of statutory surplus reserves 63,120,197.86 Transfer of general risk reserves 9,998,724.97 Ordinary dividend payable 437,433,593.74 697,105,968.00 Perpetual Bonds interest payable 194,000,000.00 194,000,000.00 Preferred shares interest payable 387,101,073.42 493,494,767.52 Ordinary dividend converted into share capital Retained profit as at the end of the period 9,999,764,028.74 9,306,269,617.38 46. Revenue and operating costs Unit: RMB Amount for the year Amount for the prior year Item Revenue Operating costs Revenue Operating costs Principal activities 30,047,258,084.97 23,046,708,818.72 29,591,962,733.76 22,182,591,005.20 Other activities 689,259,911.93 598,885,367.49 803,471,339.59 567,678,744.18 Total 30,736,517,996.90 23,645,594,186.21 30,395,434,073.35 22,750,269,749.38 Whether the lower of the audited net profit before or after deducting extraordinary gains or losses is a negative number Yes √ No 2020 ANNUAL REPORT 249 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 46. Revenue and operating costs (Cont’d) Information related to revenue: Unit: RMB Machine-made Financial Category of contract paper segment segment Real estate Others Total Type of goods 29,021,523,071.50 964,291,738.17 106,560,951.52 644,142,235.71 30,736,517,996.90 Including: Machine-made paper 26,799,197,492.54 26,799,197,492.54 Financial leasing 935,121,026.20 935,121,026.20 Electricity and steam 195,367,954.91 195,367,954.91 Construction materials 419,138,839.41 419,138,839.41 Paper chemicals 144,274,657.39 144,274,657.39 Others 1,882,682,966.66 29,170,711.97 106,560,951.52 225,003,396.30 2,243,418,026.45 By geographical area 29,021,523,071.50 964,291,738.17 106,560,951.52 644,142,235.71 30,736,517,996.90 Including: Domestic 25,968,365,122.36 964,291,738.17 106,560,951.52 644,142,235.71 27,683,360,047.76 Overseas 3,053,157,949.14 3,053,157,949.14 By the timing of delivery 29,021,523,071.50 999,978,255.73 70,874,433.96 644,142,235.71 30,736,517,996.90 Including: Goods (at a point in time) 29,011,763,488.80 641,375,975.70 29,653,139,464.50 Services (within a certain period) 9,759,582.70 999,978,255.73 70,874,433.96 2,766,260.01 1,083,378,532.40 Breakdown of revenue from principal activities By industry Amount for the year Amount for the prior year Name of industry Revenue Costs Revenue Costs Machine-made paper 26,799,197,492.54 21,227,455,753.49 25,911,568,864.47 20,423,499,344.65 Financial leasing 935,121,026.20 127,620,095.42 1,815,459,714.28 119,934,602.87 Paper chemicals 144,274,657.39 124,475,985.43 126,550,115.28 112,807,283.45 Electricity and steam 195,367,954.91 130,435,496.35 143,725,243.14 114,507,240.78 Construction materials 419,138,839.41 358,729,667.72 311,264,909.38 254,581,603.21 Others 2,243,418,026.46 1,676,877,187.80 2,086,865,226.79 1,724,939,674.42 Total 30,736,517,996.91 23,645,594,186.21 30,395,434,073.35 22,750,269,749.38 250 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 46. Revenue and operating costs (Cont’d) Machine-made paper, by main product type Amount for the year Amount for the prior year Name of industry Revenue Costs Revenue Costs White paper board 7,900,414,595.22 5,764,493,788.34 6,908,899,578.15 6,047,977,623.29 Duplex press paper 6,880,399,009.21 5,658,261,879.44 7,728,877,039.07 6,009,833,104.71 Coated paper 4,134,523,188.76 3,253,634,912.22 3,779,487,348.44 2,875,206,350.48 Electrostatic paper 4,052,403,877.82 3,196,464,794.41 3,270,064,358.54 2,416,568,414.13 Anti-sticking raw paper 1,118,932,774.91 868,748,128.10 1,238,578,315.18 888,415,814.55 Household paper 531,378,922.70 502,581,030.04 620,993,038.46 534,388,532.97 Others 2,181,145,123.92 1,983,271,220.94 2,364,669,186.63 1,651,109,504.52 Total 26,799,197,492.54 21,227,455,753.49 25,911,568,864.47 20,423,499,344.65 Machine-made paper, by geographical segment Amount for the year Amount for the prior year Name of industry Revenue Costs Revenue Costs Mainland China 27,683,360,047.76 21,069,825,079.51 26,788,134,394.76 19,471,104,162.68 Other countries and regions 3,053,157,949.14 2,575,769,106.70 3,607,299,678.59 3,279,165,586.70 Total 30,736,517,996.90 23,645,594,186.21 30,395,434,073.35 22,750,269,749.38 Revenue from top 5 customers Total revenue from Percentage of the total revenue Period top 5 customers in the same period (%) 2020 4,206,250,003.00 13.68% 2019 3,193,575,635.94 10.51% 2020 ANNUAL REPORT 251 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 47. Taxes and surcharges Unit: RMB Amount for Amount for Item the period the prior period Urban maintenance and construction tax 52,280,034.26 68,851,026.86 Educational surcharges 22,418,855.28 30,207,914.38 Resource tax 10,367,209.74 11,038,459.80 Property tax 68,375,017.95 70,397,206.93 Land use tax 29,847,867.46 34,686,247.44 Vehicle and vessel tax 125,784.05 112,050.62 Stamp duty 31,389,172.39 26,151,364.68 Local education surcharges 9,679,449.17 18,602,695.08 Water engineering funds 2,683,161.08 2,576,414.28 Land appreciation tax 2,681,494.52 701,320.66 Others 20,680,809.50 12,608,739.08 Total 250,528,855.40 275,933,439.81 48. Selling and distribution expenses Unit: RMB Amount for Amount for Item the period the prior period Wages 122,235,622.89 143,945,947.37 Depreciation expenses 12,008,055.46 12,421,773.86 Office expenses 3,071,737.33 4,737,474.20 Travel expenses 18,618,459.51 31,547,133.82 Selling commissions 27,552,636.35 8,642,790.19 Rental expenses 6,714,594.29 10,481,463.36 Hospitality expenses 55,229,939.72 66,310,236.64 Warehouse expenses 1,108,765.35 7,548,664.33 Others 51,706,545.01 35,175,241.08 Total 298,246,355.91 320,810,724.85 252 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 49. General and administrative expenses Unit: RMB Amount for Amount for Item the period the prior period Wages and surcharges 320,742,683.51 336,234,528.59 Welfare expenses 64,686,363.40 51,837,962.58 Depreciation expenses 153,853,014.06 146,845,808.97 Amortisation of intangible assets and long-term expenses 44,383,804.21 48,927,936.41 Production interruption loss 94,624,006.41 146,340,924.01 Repair cost and consumption of materials 23,829,844.68 49,131,088.84 Audit fees 5,668,334.66 6,131,215.01 Travel expenses 16,069,151.86 23,656,024.87 Business hospitality expenses 87,331,837.47 101,735,867.20 Waste disposal expenses 9,862,736.52 8,621,732.91 Insurance premium 29,822,263.59 27,737,182.97 Office expenses 3,759,121.11 13,277,878.29 Others 170,787,498.91 174,247,241.19 Total 1,025,420,660.39 1,134,725,391.84 50. R&D expenses Unit: RMB Amount for Amount for Item the period the prior period Installation expenses 1,885,550.14 880,370.71 Depreciation expenses 62,483,794.25 47,736,244.65 Consumption of materials 875,193,790.53 656,418,640.23 Travel expenses 25,245.51 163,071.13 Wages and surcharges 148,290,430.65 136,792,729.52 Welfare expenses 4,551,325.39 3,484,889.21 Housing provident funds 9,489,172.29 4,647,016.68 Insurance premium 20,343,290.79 12,437,428.25 Union funds 779,789.00 104,485.65 Utilities 147,453,048.82 126,993,184.82 Other expenses 3,859,804.12 2,654,895.89 Total 1,274,355,241.49 992,312,956.74 2020 ANNUAL REPORT 253 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 51. Finance expenses Unit: RMB Amount for Amount for Item the period the prior period Interest expenses 3,144,464,077.81 3,780,373,270.56 Less: capitalised interest amount 19,103,008.81 206,508,056.70 interest income 887,004,185.02 836,491,207.55 Foreign exchange gains and losses -27,516,846.19 -78,262,003.10 Bank charges and others 351,225,025.43 256,917,151.16 Total 2,562,065,063.22 2,916,029,154.37 52. Other income Unit: RMB Amount for Amount for Source of other income the period the prior period Government grants – amortised deferred income included in profit or loss 108,476,698.60 91,384,862.50 Government grants – directly included in profit or loss 255,407,429.72 470,171,768.01 Total 363,884,128.32 561,556,630.51 53. Investment income Unit: RMB Amount for Amount for Item the period the prior period Income from long-term equity investments accounted for using the equity method 272,022,434.54 -2,995,932.01 Investment gain on disposal of long-term equity investments 16,778,042.01 176,212,409.13 Investment gain on disposal of other non-current financial assets 784,345.77 Gains or losses on credit assignment -93,431,738.91 Investment gain debt reconstructuring -22,005,200.15 Total 173,363,537.49 174,000,822.89 254 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 54. Gain on change in fair value Unit: RMB Amount for Amount for Source of gain on change in fair value the period the prior period Financial assets held for trading 10,126,787.86 Other non-current financial assets 9,464,346.45 46,445,653.55 Gain on change in fair value of consumable biological assets measured at fair value -13,329,852.55 -19,752,911.94 Total 6,261,281.76 26,692,741.61 55. Credit impairment loss Unit: RMB Amount for Amount for Item the period the prior period Bad debt loss of other receivables -47,955,924.76 -280,868,224.23 Bad debt loss of other payments -16,633,823.40 Bad debt loss of bills receivable 63,022,468.83 -173,401,791.27 Loss on debt restructuring impairment -55,792,548.82 Bad debt loss of financial lease payments -650,157,592.24 -523,805,364.41 Total -651,724,871.57 -1,033,867,928.73 56. Loss on impairment of assets Unit: RMB Amount for Amount for Item the period the prior period Loss on inventory impairment and impairment loss of performance costs of contracts 61,394,424.83 Loss on long-term equity investments impairment -5,994,545.96 Loss on fixed asset impairment -13,410,000.00 -170,552,917.47 Loss on construction in progress impairment -163,717.76 -5,838,644.59 Total -13,573,717.76 -120,991,683.19 2020 ANNUAL REPORT 255 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 57. Asset disposal income Unit: RMB Amount for Amount for the Source of asset disposal income the period prior period Gain on disposal of fixed assets (“-” denotes loss) 17,450,629.19 -29,073,731.05 Gain on disposal of intangible assets (“-” denotes loss) 8,752,868.37 Total 26,203,497.56 -29,073,731.05 58. Non-operating income Unit: RMB Amount included in extraordinary gains Amount for Amount for or losses for Item the period the prior period the period government subsidy 577,140,958.93 86,353,174.56 577,140,958.93 Non-current assets damage and scrap profits 879,060.70 1,360,844.76 879,060.70 Unpaid debt 7,086,812.20 9,170,357.94 7,086,812.20 Fine income 1,811,183.88 3,244,945.04 1,811,183.88 Adjustment in equity book value 364,597,001.77 Others 13,547,672.44 28,667,590.80 13,547,672.44 Total 600,465,688.15 493,393,914.87 600,465,688.15 Government grants included in profit or loss for the period: Unit: RMB Amount for Amount for the Asset-related/ Grants item the period prior period income-related Grant income 43,750,958.93 44,810,674.56 Income-related Relocation subsidy 533,390,000.00 Income-related Inviting investments 41,542,500.00 Income-related Total 577,140,958.93 86,353,174.56 256 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 59. Non-operating expenses Unit: RMB Amounts included in extraordinary gains Amount for Amount for the or losses for Item the period prior period the period Donation 8,922,077.88 11,947,836.00 8,922,077.88 Loss on disposal of non-current assets 2,178,029.29 12,610,269.22 2,178,029.29 Others 1,817,128.52 4,026,488.78 1,817,128.52 Total 12,917,235.69 28,584,594.00 12,917,235.69 60. Income tax expenses (1) Particulars of income tax expenses Unit: RMB Amount for Amount for the Item the period prior period Income tax expenses for the period 457,778,696.15 564,800,047.60 Deferred income tax expenses -191,722,048.10 -269,619,411.14 Total 266,056,648.05 295,180,636.46 (2) The reconciliation between accounting profit and income tax expenses Unit: RMB Item Amount for the period Total profit 2,172,269,942.54 Income tax expenses calculated at statutory/applicable tax rates 325,840,491.38 Effect of different tax rates applicable to subsidiaries -33,940,524.87 Effect of adjustments for income tax for prior periods 26,378,994.07 Effect of income not subject to tax -199,768,992.13 Non-deductible costs, expenses and losses 35,054,244.88 Effect of utilisation of previously unrecognised deductible loss on deferred income tax assets -15,434,485.73 Effect of current unrecognised deductible temporary difference or deductible loss arising from deferred tax income assets 268,062,142.88 Profit and loss of joint ventures and associates accounted for using the equity method 40,803,365.18 The effect of tax rate changes on the opening balance of deferred income tax -14,899,281.39 Tax effect of R & D fee deduction (listed with “-”) -136,939,306.22 The pre-tax deduction of the interest on Perpetual Bonds accounted as equity -29,100,000.00 Income tax expense 266,056,648.05 2020 ANNUAL REPORT 257 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 61. Items on statements of cash flow (1) Cash received relating to other operating activities Unit: RMB Amount for Amount for the Item the period prior period Default penalty and fine 21,312,403.81 31,483,669.33 Finance expenses – Interest income 380,426,195.87 301,405,794.11 Income-related government grants 792,045,853.85 502,905,296.95 Open credit and other income 200,271,888.17 228,147,969.26 Net proceedings from the financial leasing business 3,562,339,444.74 5,885,287,081.31 Total 4,956,395,786.44 6,949,229,810.96 (2) Cash paid relating to other operating activities Unit: RMB Amount for Amount for the Item the period prior period Financial institutions charge 244,065,319.39 249,130,994.84 Business hospitality expenses 114,049,421.75 134,787,611.84 Travel expenses 34,480,991.74 55,277,692.76 Office expenses 25,301,574.10 21,976,874.36 Transportation expenses 1,098,519,658.39 1,035,450,908.40 Leasing expenses 11,613,158.79 14,283,881.89 Waste disposal expenses 18,878,944.13 18,686,112.18 Insurance premium 30,058,435.52 19,412,563.18 Repair expenses 30,764,539.64 54,630,753.25 Cargo handling charges 36,441,851.25 37,988,391.76 Intermediary service expenses 49,981,129.73 43,965,039.03 Donation 8,922,077.88 11,947,836.00 Others 131,699,592.31 105,542,724.58 Total 1,834,776,694.62 1,803,081,384.07 258 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 61. Items on statements of cash flow (Cont’d) (3) Cash received relating to other investing activities Unit: RMB Amount for Amount for the Item the period prior period Recovery of consideration for equity transfer 409,282,077.65 767,670,000.00 Total 409,282,077.65 767,670,000.00 (4) Cash paid relating to other investing activities Unit: RMB Amount for Amount for the Item the period prior period Prepayments for land 101,130,000.00 Total 101,130,000.00 (5) Cash received relating to other financing activities Unit: RMB Amount for Amount for the Item the period prior period Short-term commercial paper 814,457,000.00 3,081,090,437.86 Equipment leaseback 900,000,000.00 1,717,600,000.00 Deposit for finance lease 362,299,603.12 Financial support from shareholders 332,440,865.27 Net recovery of guarantee deposit 3,153,589,473.80 734,974,699.49 Total 5,230,346,076.92 5,866,106,002.62 2020 ANNUAL REPORT 259 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 61. Items on statements of cash flow (Cont’d) (6) Cash paid relating to other financing activities Unit: RMB Amount for Amount for the Item the period prior period Repayment of short-term commercial paper and MTN 2,190,000,000.00 5,070,000,000.00 Repayment of bonds 900,000,000.00 1,182,150,000.00 Repayment of equipment leaseback 2,568,988,488.34 3,155,141,094.22 Payment of Preference Shares dividend 387,101,073.42 493,494,767.52 Payment of Perpetual Bonds interest 194,000,000.00 194,000,000.00 Repayment of financial support from shareholders 708,440,900.00 Security deposit for financial leasing 35,500,000.00 15,000,000.00 Payment of equity in China Development Bank funds 77,500,000.00 Acquisition of non-controlling interests 450,000,000.00 Total 7,511,530,461.76 10,109,785,861.74 260 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 62. Supplementary information on cash flow statement (1) Supplementary information on cash flow statement Unit: RMB Amount for Amount for the Supplementary information the period prior period 1. Reconciliation of net profit as cash flows from operating activities: – – Net profit 1,906,213,294.49 1,753,298,192.81 Plus: Provision for impairment of assets 665,298,589.33 1,154,859,611.92 Depreciation of fixed assets, consumption of oil and gas assets, depreciation of bearer biological assets 2,267,883,919.56 1,853,139,090.52 Depreciation of right-of-use assets Amortisation of intangible assets 49,691,095.45 53,100,846.01 Amortisation of long-term prepaid expenses 2,916,033.48 7,433,030.41 Loss on disposal of fixed assets, intangible assets and other long-term assets (“-” denotes gain) 1,298,968.59 30,173,140.18 Loss on scrapped fixed assets (“-” denotes gain) -26,203,497.56 1,361,320.41 Loss on changes in fair value (“-” denotes gain) -6,261,281.76 -26,692,741.61 Finance expenses (“-” denotes gain) 2,139,908,266.82 3,073,865,213.86 Investment loss (“-” denotes gain) -173,363,537.49 -538,597,824.66 Decrease in deferred income tax assets (“-” denotes increase) -191,722,048.10 -288,568,932.42 Increase in deferred income tax liabilities (“-” denotes decrease) 5,161,410.38 1,411,125.59 Decrease in inventories (“-” denotes increase) -360,128,826.69 2,122,985,295.71 Decrease in operating receivables (“-” denotes increase) 5,956,184,790.79 7,690,318,930.21 Increase in operating payables (“-” denotes decrease) -977,074,501.01 -4,655,379,076.00 Others Net cash flows from operating activities 11,259,802,676.28 12,232,707,222.94 2. Major investing and financing activities not involving cash settlements: – – Capital converted from debts Convertible bonds of the Company due within one year Finance leases of fixed assets 3. Net change in cash and cash equivalents: – – Closing balance of cash 4,389,169,963.79 2,890,328,027.41 Less: Opening balance of cash 2,890,328,027.41 2,381,558,242.52 Plus: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents 1,498,841,936.38 508,769,784.89 2020 ANNUAL REPORT 261 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 62. Supplementary information on cash flow statement (Cont’d) (2) Net cash received from disposal of subsidiaries during the current period Unit: RMB Amount Cash or cash equivalents received from disposal of subsidiaries during the period 16,100,000.00 Of which: – Shouguang Chenming Industrial Logistics Co., Ltd. 7,100,000.00 Qingdao Chenming International Logistics Co., Ltd. 9,000,000.00 Less: Cash and cash equivalents held by the company on the date in the event that the control is lost 262,330.85 Of which: – Shouguang Chenming Industrial Logistics Co., Ltd. 259,575.02 Qingdao Chenming International Logistics Co., Ltd. 2,755.83 Plus: Cash or cash equivalents received from disposal of subsidiaries during previous periods 201,710,000.00 Of which: – Haicheng Haiming Mining Co., Ltd. 200,000,000.00 Wuxi Songling Paper Co., Ltd. 1,710,000.00 Net cash received from disposal of subsidiaries 217,547,669.15 (3) Cash and cash equivalents composition Unit: RMB Item Closing balance Opening balance I. Cash 4,389,169,963.79 2,890,328,027.41 Of which: Treasury cash 2,161,684.57 2,418,131.86 Bank deposit that can be used for payment at any time 4,387,008,279.22 2,887,909,895.55 Other monetary funds that can be used for payment at any time Deposit at central bank deposit that can be used for payment Amount due from banks Amount due to banks II. Cash equivalents Of which: Bond investment with maturity within 3 months III. Balance of cash and cash equivalent at end of period 4,389,169,963.79 2,890,328,027.41 Of which: Restricted cash and cash equivalents used by the Company or subsidiaries within the Group 262 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 63. Assets with restricted ownerships or right to use Unit: RMB Item Closing carrying amount Reason for such restrictions Monetary funds 13,022,652,331.98 As guarantee deposits for bank acceptance bills and letter of credit and deposit reserves Financial instruments held for trading 96,453,900.31 As deposits for borrowings from Haitong International Securities Fixed assets 11,147,836,807.04 As collateral for bank borrowings and long-term payables Intangible assets 1,247,015,765.23 As collateral for bank borrowings and long-term payables Accounts receivable financing 5,555,551.65 As collateral for letters of guarantee and letters of credit Investment property 4,929,794,589.62 As collateral for bank borrowings Total 30,449,308,945.83 – Other explanation: As at 31 December 2020, 50% of the carrying amount of the financial assets held for trading were pledged as collateral for short-term borrowings amounting to RMB91,317,302.08, housing, building structure and equipment with the carrying amount of RMB11,147,836,807.04 (31 December 2019: carrying amount of RMB10,573,696,190.50) were pledged as collateral for intangible assets with the carrying amount of RMB1,247,015,765.23 (31 December 2019: carrying amount of RMB880,676,428.58), and investment properties with the carrying amount of RMB4,929,794,589.62 (31 December 2019: carrying amount of RMB4,519,487,976.25) was pledged as collateral for long-term borrowings with the carrying amount of RMB4,618,249,057.65 (31 December 2019: carrying amount of RMB5,110,291,847.19) and short-term borrowings with the carrying amount of RMB35,075,833.33 (31 December 2019: carrying amount of RMB180,000,000.00). 2020 ANNUAL REPORT 263 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 64. Foreign currency items (1) Foreign currency items Unit: RMB Closing foreign Closing balance Item currency balance Exchange rate in RMB Monetary funds – – 260,827,412.73 Of which: USD 37,907,361.33 6.5249 247,341,741.93 EUR 1,307,111.72 8.0250 10,489,571.54 HKD 3,504,687.95 0.8416 2,949,685.57 JPY 396.93 0.0632 25.10 GBP 5,217.89 8.8903 46,388.59 Accounts receivables – – 124,901,686.09 Of which: USD 14,186,526.37 6.5249 92,565,665.92 EUR 2,931,746.89 8.0250 23,527,268.79 HKD JPY 139,299,629.64 0.0632 8,808,751.38 Long-term borrowings – – 1,273,181,079.15 Of which: USD 195,126,527.48 6.5249 1,273,181,079.15 Non-current liabilities due within one year 1,857,654,097.30 Of which: USD 284,702,309.20 6.5249 1,857,654,097.30 Accounts payable – – 282,733,309.14 Of which: USD 39,704,203.29 6.5249 259,065,956.03 EUR 2,949,202.88 8.0250 23,667,353.11 Bonds payable – – 1,096,920,101.46 Of which: USD 168,112,936.82 6.5249 1,096,920,101.46 Short-term borrowings – – 1,277,882,459.09 Of which: USD 181,851,853.21 6.5249 1,186,565,157.01 HKD 108,499,242.05 0.8416 91,317,302.08 Other receivables – – 9,262,356.02 Of which: USD 1,161,607.35 6.5249 7,579,371.80 EUR 209,717.66 8.0250 1,682,984.22 Other payables – – 3,081,392.95 Of which: USD EUR 383,911.16 8.0250 3,080,887.06 JPY 8,000.03 0.0632 505.89 264 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 64. Foreign currency items (Cont’d) (2) Explanation on overseas operating entities (including major overseas operating entities), which shall disclose their overseas principal places of business, functional currency and basis. Reasons shall be disclosed if there is any change in the functional currency. √ Applicable Not applicable Principal place of Place of Functional No. Name of subsidiary business incorporation currency 1 Chenming GmbH Hamburg, Germany Hamburg, Germany EUR 2 Chenming Paper Korea Co., Ltd. Seoul, Korea Seoul, Korea KRW 3 Chenming International Co., Ltd. Los Angeles, USA Los Angeles, USA USD 4 Chenming Paper Japan Co., Ltd. Tokyo, Japan Tokyo, Japan JPY 5 Chenming Paper United States Co., Ltd. Los Angeles, USA Los Angeles, USA USD 6 Chenming (Overseas) Limited Hong Kong, China Hong Kong, China USD 7 Chenming (Singapore) Limited Singapore Singapore USD 8 Chenming (HK) Limited Hong Kong, China Hong Kong, China USD 2020 ANNUAL REPORT 265 XIII Financial Report VII. Notes to items of the consolidated financial statements (Cont’d) 65. Government grants (1) General information of government grants Unit: RMB Amount included in the current Type Amount Reporting item profit and loss Project Funding for National Key Technology Research and Development Program 164,700.00 Other income 164,700.00 Subsidy for the improvement in environmental monitoring 20,000.00 Non-operating income 20,000.00 Subsidy for the provincial champion of a certain manufacturing field 800,000.00 Non-operating income 800,000.00 Sewage treatment and water conservation transformation project 1,192,682.88 Other income 1,192,682.88 Zhanjiang forestry-pulp-paper project 12,145,971.39 Other income 12,145,971.39 Enterprise reform and development Other income and non- subsidies 107,578,937.51 operating income 107,578,937.51 Financial subsidies for technical transformation project 101,984,107.72 Other income 101,984,107.72 Funding for environmental protection 80,048,967.41 Other income 80,048,967.41 Funding for R&D 564,000.00 Other income 564,000.00 Subsidy for technological innovation by enterprise 100,000.00 Other income 100,000.00 Refund of VAT upon assessment 1,846,849.03 Other income 1,846,849.03 Subsidy for foreign trade 211,200.00 Other income 211,200.00 Subsidy for top-notch talents 400,000.00 Non-operating income 400,000.00 Subsidy for equipment technologies 115,400.00 Other income 115,400.00 Other income and non- Subsidy for inviting investments 6,306,806.25 operating income 6,306,806.25 Other income and non- Employment stabilisation subsidies 4,856,411.21 operating income 4,856,411.21 Other income and non- Subsidies for social insurance 486,607.82 operating income 486,607.82 Subsidies for R&D 2,469,900.00 Other income 2,469,900.00 Subsidies for financing 130,000.00 Other income 130,000.00 Refund of tax 71,675,835.40 Other income 71,675,835.40 Financial discount 3,753,300.60 Financial expenses 3,753,300.60 Other income and non- Subsidies for the pandemic 1,495,150.00 operating income 1,495,150.00 Subsidies for forestation 6,316,370.50 Other income 6,316,370.50 Other income and non- Others 540,115,190.13 operating income 540,115,190.13 Total 944,778,387.85 944,778,387.85 (2) The condition of the refund of government grants Applicable √ Not applicable 266 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VIII. Change in scope of consolidation 1. Business combination not under common control (1) Business combination not under common control during the current period Unit: RMB The net profit of The income of acquiree from acquiree from the the date of Consideration The way of The basis for date of acquisition acquisition to Date of acquiring for acquiring the Shareholding acquiring the determining the to the end of the end of the Acquiree the shareholding shareholding ratio acquired shareholding Acquisition date date of acquisition the period period Acquisition of Kunshan Tuoan Plastic Products Co., Ltd. 31 August 2020 220,000,000.00 100.00% Acquisition 31 August 2020 control 126,970,053.68 7,770,967.40 (2) Cost of combination and goodwill Unit: RMB Cost of combination – Cash 220,000,000.00 Total cost of combination 220,000,000.00 Less: the interest in the fair value of the identifiable net assets acquired 193,053,094.62 Amount of goodwill/cost of combination being less than the interest in the fair value of the identifiable net assets acquired 26,946,905.38 2020 ANNUAL REPORT 267 XIII Financial Report VIII. Change in scope of consolidation (Cont’d) 1. Business combination not under common control (Cont’d) (3) Acquiree’s identifiable assets or liabilities as at the acquisition date Unit: RMB Carrying amount Fair value as at as at the the acquisition date acquisition date Monetary funds 3,970,890.87 4,341,878.49 Accounts receivable 22,802,767.21 23,484,179.31 Inventories 87,355,065.38 81,634,148.00 Fixed assets 61,642,451.22 43,478,433.59 Intangible assets 40,181,103.63 12,532,077.88 Prepayments 913,954.62 913,954.62 Other receivables 121,051,049.75 121,051,049.75 Other current assets 92,948.20 348,349.39 Long-term prepaid expenses 211,858.41 210,619.47 Accounts payable 58,760,177.22 58,760,177.22 Deferred income tax liabilities 6,871,956.51 Short-term borrowings 49,800,000.00 49,800,000.00 Employee benefits payable 2,358,660.55 2,358,660.55 Taxes payable -5,828,397.35 -5,828,397.35 Other payables 5,845,173.43 5,845,173.43 Other current liabilities 2,161,424.31 2,161,424.31 Long-term payables 25,200,000.00 25,200,000.00 Net assets 193,053,094.62 149,697,652.34 Net assets acquired 193,053,094.62 149,697,652.34 268 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report VIII. Change in scope of consolidation (Cont’d) 2. Disposal of subsidiaries Whether there is loss of control over subsidiaries on a single disposal √ Yes No Unit: RMB Difference between Determination consideration and key Relevant other and share of net assumption of comprehensive assets of relevant Carrying amount Fair value of fair value of i come of Basis for subsid ary as per Remain ng of remain ng remain ng Gain or l ss i remain ng former Consideration of Sharehold ng of Way of disposal determin ng the consol dated sharehold ng sharehold ng sharehold ng fair value of sharehold ng subsid ary Name of disposal of equity disposal of of equity Time of l ss time of l ss financia as of the date as of the date as of the date remain ng as of the date transferred to subsid ary i terest equity i terest i terest of control of control statements of l ss of control of l ss of control of l ss of control sharehold ng of l ss of control profit or l ss Qingdao Chenming International Logistics Co., Ltd. 23,000,000.00 100.00% Transfer 29 February 2020 Without control 11,364,811.86 0.00% 0.00 0.00 0.00 0.00 Shouguang Chenming Industria Logistics Co., Ltd. 7,100,000.00 100.00% Transfer 29 February 2020 Without control 5,413,230.15 0.00% 0.00 0.00 0.00 0.00 Other explanation: Whether there was disposal of the investment in a subsidiary in stages through multiple transactions and loss of control during the period Yes √ No 3. Others During the year, the scope of consolidation had 8 newly established subsidiaries, namely Chenming (Overseas) Co., Ltd., Chenming (Singapore) Co., Ltd., Qingdao Chenming Import and Export Trade Co., Ltd., Hainan Chenming Technology Co., Ltd., Hubei Changjiang Chenming Huanggang Equity Investment Fund Partnership (Limited Partnership), Hubei Huanggang Chenming Equity Investment Fund Management Co., Ltd., Shandong Dingkun Asset Management Partnership (Limited Partnership) and Huanggang Chenming Paper Technology Co., Ltd. During the year, a subsidiary was acquired not within the definition of business, namely Shanghai Herui Investment Co., Ltd., and a subsidiary, Shandong Chenming Paper Group (Fuyu) Sales Co., Ltd. was absorbed into the Group. Please refer to Note IX. 1. Interest in subsidiaries for details. 2020 ANNUAL REPORT 269 XIII Financial Report IX. Interest in other entities 1. Interest in subsidiaries (1) Constitution of the Group Principle place Place of Nature of Type of Shareholding Issued debt Issued share Name of subsidiary of business incorporation business legal person Direct Indirect Acquisition securities capital Zhanjiang Chenming Pulp Zhanjiang Zhanjiang Paper making For-profit 100.00% Establishment 0 0 & Paper Co., Ltd. corporation Shouguang Meilun Paper Shouguang Shouguang Paper making For-profit 87.3965% Establishment 0 0 Co., Ltd. corporation Jilin Chenming Paper Co., Jilin Jilin Paper making For-profit 100.00% Acquisition 0 0 Ltd. corporation Huanggang Chenming Huanggang Huanggang Pulp production For-profit 100.00% Establishment 0 0 Pulp & Paper Co., Ltd. corporation Shandong Chenming Shouguang Shouguang Sales of paper For-profit 100.00% Establishment 0 0 Paper Sales Co., Ltd. product corporation Shouguang Chenming Shouguang Shouguang Trading For-profit 100.00% Establishment 0 0 Import and Export corporation Trade Co., Ltd. Jiangxi Chenming Supply Jiangxi Jiangxi Trading For-profit 70.00% Establishment 0 0 Chain Management corporation Co., Ltd. Chenming GmbH Germany Germany Paper product For-profit 100.00% Establishment 0 0 trading corporation Shouguang Chenming Shouguang Shouguang Machinery For-profit 100.00% Establishment 0 0 Papermaking Machine manufacturing corporation Co., Ltd. Shouguang Hongxiang Shouguang Shouguang Printing and For-profit 100.00% Acquisition 0 0 Printing and Packaging packaging corporation Co., Ltd. Shouguang Chenming Shouguang Shouguang Transportation For-profit 100.00% Establishment 0 0 Modern Logistic Co., corporation Ltd. Jinan Chenming Paper Jinan Jinan Investment For-profit 100.00% Establishment 0 0 Sales Co., Ltd. Management/ corporation Paper product trading Huanggang Chenming Huanggang Huanggang Arboriculture For-profit 100.00% Establishment 0 0 Arboriculture corporation Development Co., Ltd. Chenming Arboriculture Wuhan Wuhan Arboriculture For-profit 100.00% Establishment 0 0 Co., Ltd. corporation Chenming Paper Korea Korea Korea Paper product For-profit 100.00% Establishment 0 0 Co., Ltd. trading corporation Shandong Chenming Shouguang Shouguang Power For-profit 100.00% Establishment 0 0 Power Supply Holdings corporation Co., Ltd. 270 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report IX. Interest in other entities (Cont’d) 1. Interest in subsidiaries (Cont’d) (1) Constitution of the Group (Cont’d) Principle place Place of Nature of Type of Shareholding Issued debt Issued share Name of subsidiary of business incorporation business legal person Direct Indirect Acquisition securities capital Shouguang Shun Da Shouguang Shouguang Customs For-profit 100.00% Establishment 0 0 Customs Declaration declaration corporation Co, Ltd. Shanghai Chenming Shanghai Shanghai Property For-profit 100.00% Establishment 0 0 Industry Co., Ltd. investment and corporation management Shandong Chenming Jinan Jinan Finance For-profit 80.00% 20.00% Establishment 0 0 Group Finance Co., Ltd. corporation Jiangxi Chenming Paper Nanchang Nanchang Paper making For-profit 42.46% 47.49% Establishment 0 0 Co., Ltd. corporation Shouguang Chenming Art Shouguang Shouguang Paper making For-profit 75.00% Establishment 0 0 Paper Co., Ltd. corporation Hailaer Chenming Paper Hailaer Hailaer Paper making For-profit 75.00% Establishment 0 0 Co., Ltd. corporation Shandong Grand View Shouguang Shouguang Catering For-profit 70.00% Establishment 0 0 Hotel Co., Ltd. corporation Wuhan Chenming Wuhan Wuhan Paper making For-profit 65.205% 34.64% Establishment 0 0 Hanyang Paper corporation Holdings Co., Ltd Chengdu Chenming Chengdu Chengdu Marketing For-profit 100.00% Establishment 0 0 Culture Communication corporation Co., Ltd Shandong Chenming Jinan Jinan Financial leasing For-profit 100.00% Establishment 0 0 Financial Leasing Co., corporation Ltd. Qingdao Chenming Qingdao Qingdao Financial leasing For-profit 100.00% Establishment 0 0 Nonghai Financial corporation Leasing Co., Ltd Chenming (HK) Limited Hong Kong Hong Kong Paper product For-profit 100.00% Establishment 0 0 trading corporation Shouguang Hongyi Shouguang Shouguang Packaging For-profit 100.00% Merger and 0 0 Decorative Packaging corporation acquisition Co., Ltd. Shouguang Xinyuan Coal Shouguang Shouguang Coal For-profit 100.00% Merger and 0 0 Co., Ltd. corporation acquisition Shouguang City Run Shouguang Shouguang Purchase and sale For-profit 100.00% Merger and 0 0 Sheng Wasted Paper of waste corporation acquisition Recycle Co., Ltd. Shouguang Wei Yuan Shouguang Shouguang Logistics For-profit 100.00% Merger and 0 0 Logistics Company corporation acquisition Limited Shandong Chenming Shouguang Shouguang Panels For-profit 100.00% Merger and 0 0 Panels Co., Ltd. S corporation acquisition 2020 ANNUAL REPORT 271 XIII Financial Report IX. Interest in other entities (Cont’d) 1. Interest in subsidiaries (Cont’d) (1) Constitution of the Group (Cont’d) Principle place Place of Nature of Type of Shareholding Issued debt Issued share Name of subsidiary of business incorporation business legal person Direct Indirect Acquisition securities capital Shandong Chenming Floor Shouguang Shouguang Floor Board For-profit 100.00% Merger and 0 0 Board Co., Ltd. corporation acquisition Shouguang Chenming Shouguang Shouguang Cement For-profit 100.00% Establishment 0 0 Cement Co., Limited corporation Wuhan Chenming Wuhan Wuhan Thermal power For-profit 51.00% Establishment 0 0 Qianneng Electric corporation Power Co., Ltd. Shandong Chenming Jinan Jinan Investment For-profit 100.00% Establishment 0 0 Investment Limited corporation Japan Chenming Paper Japan Japan Paper product For-profit 100.00% Establishment 0 0 Co., Ltd. trading corporation Chenming International the United States the United States Paper product For-profit 100.00% Establishment 0 0 Co., Ltd. trading corporation Zhanjiang Chenming Zhanjiang Zhanjiang Arboriculture For-profit 100.00% Establishment 0 0 Arboriculture corporation Development Co., Ltd. Yangjiang Chenming Yangjiang Yangjiang Arboriculture For-profit 100.00% Establishment 0 0 Arboriculture corporation Development Co., Ltd. Nanchang Chenming Nanchang Nanchang Arboriculture For-profit 100.00% Establishment 0 0 Arboriculture corporation Development Co., Ltd. Guangdong Huirui Zhanjiang Zhanjiang Investment For-profit 100.00% Establishment 0 0 Investment Co., Ltd. corporation Zhanjiang Chenming New- Zhanjiang Zhanjiang Wall materials For-profit 100.00% Establishment 0 0 style Wall Materials Co., corporation Ltd Jilin Chenming New-style Jilin Jilin Wall materials For-profit 100.00% Establishment 0 0 Wall Materials Co., Ltd corporation Jilin Chenming Logistics Jilin Jilin Logistics For-profit 100.00% Establishment 0 0 Co., Ltd. corporation Jiangxi Chenming Nanchang Nanchang Logistics For-profit 100.00% Establishment 0 0 Logistics Co., Ltd. corporation Fuyu Chenming Paper Co., Fuyu Fuyu Paper making For-profit 100.00% Establishment 0 0 Ltd. corporation Zhanjiang Meilun Pulp & Zhanjiang Zhanjiang Paper making For-profit 100.00% Establishment 0 0 Paper Co., Ltd. corporation Shanghai Chenming Shanghai Shanghai Financial leasing For-profit 100.00% Establishment 0 0 Financial Leasing Co., corporation Ltd. Guangzhou Chenming Guangzhou Guangzhou Financial leasing For-profit 100.00% Establishment 0 0 Financial Leasing Co., corporation Ltd. 272 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report IX. Interest in other entities (Cont’d) 1. Interest in subsidiaries (Cont’d) (1) Constitution of the Group (Cont’d) Principle place Place of Nature of Type of Shareholding Issued debt Issued share Name of subsidiary of business incorporation business legal person Direct Indirect Acquisition securities capital Shanghai Hongtai Real Shanghai Shanghai Real estate For-profit 100.00% Merger and 0 0 Estate Co., Ltd. corporation acquisition Shanghai Hongtai Property Shanghai Shanghai Arboriculture For-profit 100.00% Merger and 0 0 Management Co., Ltd. corporation acquisition Shandong Chenming Jinan Jinan Business factoring For-profit 100.00% Establishment 0 0 Commercial Factoring corporation Co., Ltd Guangzhou Chenming Guangzhou Guangzhou Business factoring For-profit 51.00% Establishment 0 0 Commercial Factoring corporation Co., Ltd. Qingdao Chenming Pulp Qingdao Qingdao Trading For-profit 30.00% 70.00% Establishment 0 0 & Paper Electronic corporation Commodity Spot Trading Co., Ltd. Shandong Chenming Shouguang Shouguang Paper product For-profit 100.00% Establishment 0 0 Coated Paper Sales trading corporation Co. Ltd Zhanjiang Chenming Port Zhanjiang Zhanjiang Port For-profit 100.00% Establishment 0 0 Co., Ltd. corporation Beijing Chenming Financial Beijing Beijing Financial leasing For-profit 100.00% Establishment 0 0 Leasing Co., Ltd. corporation Chenming Paper United the United States the United States Paper product For-profit 100.00% Establishment 0 0 States Co., Ltd. trading corporation Guangdong Chenming Guangdong Guangdong Panels For-profit 100.00% Establishment 0 0 Panels Co., Ltd. corporation Shanghai Chenming Pulp Shanghai Shanghai Paper product For-profit 100.00% Establishment 0 0 & Paper Sales Co., Ltd. trading corporation Meilun (BVI) Limited Cayman Cayman Commerce For-profit 100.00% Establishment 0 0 corporation Weifang Chenming Growth Weifang Weifang Fund For-profit 79.00% Establishment 0 0 Driver Replacement corporation Equity Investment Fund Partnership (Limited Partnership) Nanjing Chenming Culture Nanjing Nanjing Marketing For-profit 100.00% Establishment 0 0 Communication Co., corporation Ltd. Chenming (Overseas) Co., Hong Kong Hong Kong Paper product For-profit 100.00% Establishment 0 0 Ltd. trading corporation Chenming (Singapore) Co., Singapore Singapore Paper product For-profit 100.00% Establishment 0 0 Ltd. trading corporation Kunshan Tuoan Plastic Kunshan Kunshan Rubber and plastic For-profit 100.00% Merger and 0 0 Products Co., Ltd. corporation acquisition 2020 ANNUAL REPORT 273 XIII Financial Report IX. Interest in other entities (Cont’d) 1. Interest in subsidiaries (Cont’d) (1) Constitution of the Group (Cont’d) Principle place Place of Nature of Type of Shareholding Issued debt Issued share Name of subsidiary of business incorporation business legal person Direct Indirect Acquisition securities capital Hubei Changjiang Huanggang Huanggang Fund For-profit 59.97% Establishment 0 0 Chenming Huanggang corporation Equity Investment Fund Partnership (Limited Partnership) Hainan Chenming Haikou Haikou Wholesale and For-profit 100.00% Establishment 0 0 Technology Co., Ltd. retail corporation Qingdao Chenming Import Qingdao Qingdao Trading For-profit 100.00% Establishment 0 0 and Export Trade Co., corporation Ltd. Shanghai Herui Investment Shanghai Shanghai Business services For-profit 100.00% Merger and 0 0 Co., Ltd. corporation acquisition Hubei Huanggang Huanggang Huanggang Capital market For-profit 60.00% Establishment 0 0 Chenming Equity services corporation Investment Fund Management Co., Ltd. Shandong Dingkun Shouguang Shouguang Business services For-profit 99.90% Establishment 0 0 Asset Management corporation Partnership (Limited Partnership) Huanggang Chenming Huanggang Huanggang Paper making For-profit 100.00% Establishment 0 0 Paper Technology Co., corporation Ltd. Huanggang Chenming Huanggang Huanggang Port services For-profit 51.00% Establishment 0 0 Port Co., Ltd. corporation (2) Major non-wholly owned subsidiaries Unit: RMB Gain or loss Dividend to attributable to minority interest Closing balance minority interest declared during of minority Name of subsidiary Minority interest during the period the period interest Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 0.15% 134,972,455.36 1,096,519.70 Shouguang Chenming Art Paper Co., Ltd. 25.00% 383,946.72 98,750,186.78 Shouguang Meilun Paper Co., Ltd. 12.6035% 24,854,458.98 746,482,412.98 Jiangxi Chenming Paper Co., Ltd. 10.05% 44,431,564.61 17,444,349.31 347,455,281.83 274 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report IX. Interest in other entities (Cont’d) 1. Interest in subsidiaries (Cont’d) (3) Key financial information of major non-wholly owned subsidiaries Unit: RMB Closing balance Opening balance Name of subsidiary Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Wuhan Chenming Hanyang Paper Hold ngs Co., Ltd. 734,208,419.79 1,351,736,457.46 2,085,944,877.25 1,314,519,046.29 43,365,094.68 1,357,884,140.97 242,300,843.28 1,042,530,549.73 1,284,831,393.01 854,628,918.19 84,521,086.15 939,150,004.94 Shouguang Chenming Art Paper Co., Ltd. 210,008,389.30 531,396,869.27 741,405,258.57 346,404,511.49 346,404,511.49 651,004,033.69 573,204,378.67 1,224,208,412.36 830,743,452.16 830,743,452.16 Shouguang Mei un Paper Co., Ltd. 3,954,358,701.82 10,971,104,092.03 14,925,462,793.85 7,816,696,759.19 1,228,430,785.12 9,045,127,544.31 5,071,137,194.65 11,453,663,652.73 16,524,800,847.38 10,013,297,488.59 1,186,061,831.08 11,199,359,319.67 Jiangxi Chenming Paper Co., Ltd. 2,898,786,538.59 4,742,116,901.13 7,640,903,439.72 2,918,424,625.58 1,377,979,879.82 4,296,404,505.40 5,176,446,285.48 3,845,100,253.80 9,021,546,539.28 4,643,403,573.27 1,194,736,398.81 5,838,139,972.08 Unit: RMB Amount for the period Amount for the prior period Total Total comprehensive Cash flows from comprehensive Cash flows from Name of subsidiary Revenue Net profit income operating activities Revenue Net profit income operating activities Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 906,791,287.88 382,379,348.21 382,379,348.21 57,915,078.59 1,282,969,981.66 71,445,390.72 71,445,390.72 104,514,705.53 Shouguang Chenming Art Paper Co., Ltd. 642,697,593.98 1,535,786.88 1,535,786.88 -345,949,577.00 765,841,628.21 68,355,698.51 68,355,698.51 -66,098,414.48 Shouguang Meilun Paper Co., Ltd. 8,070,365,747.22 219,893,721.83 219,893,721.83 1,505,697,902.65 5,199,154,922.05 199,184,684.14 199,184,684.14 1,510,148,358.58 Jiangxi Chenming Paper Co., Ltd. 3,434,854,907.78 265,237,736.13 265,237,736.13 1,352,811,772.58 3,257,505,575.39 285,914,254.01 285,914,254.01 800,733,878.52 2020 ANNUAL REPORT 275 XIII Financial Report IX. Interest in other entities (Cont’d) 2. Transaction changing shareholding in but not causing to loss of control over subsidiaries (1) Changing in shareholding in subsidiaries The Group previously held 100% of equity interest in Shouguang Meilun Paper Co., Ltd. In December 2019, the Company entered the capital increase and share expansion agreement among Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) and Shouguang Meilun Paper Co., Ltd.. Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) made a unilateral capital injection into Shouguang Meilun Paper Co., Ltd. Upon completion of the capital increase, its equity interest in Shouguang Meilun Paper Co., Ltd.. was 8% by Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership), and the transaction did not result in the loss of our control of Shouguang Meilun Paper Co., Ltd. As of 31 December 2019, the implementation of this agreement was completed, and the capital increase was RMB415 million. The transaction resulted in an increase in minority interest of RMB431.44 million and a decrease in capital reserves of RMB16.44 million. In December 2020, the Group acquired additional 34.64% equity interest in Wuhan Chenming Hanyang Paper Holdings Co., Ltd. In December 2020, the Group acquired additional 6.70% equity interest in Jiangxi Chenming Paper Co., Ltd. A capital increase of Shouguang Meilun Paper Co., Ltd., a subsidiary of the Group, was contributed on the part of Dongxing Securities Investment Co., Ltd. Upon completion of the capital increase, Dongxing Securities Investment Co., Ltd. acquired 5% equity interest in Shouguang Meilun Paper Co., Ltd., and the transaction did not result in the loss of the Group’s control over Shouguang Meilun Paper Co., Ltd. (2) Effect of acquiring minority interests on minority interest and equity attributable to the owners of the parent company Unit: RMB Wuhan Chenming Hanyang Paper Jiangxi Chenming Holdings Co., Ltd. Paper Co., Ltd. – Cash 250,000,000.00 200,000,000.00 Less: share of net assets in subsidiaries based on shares acquired/disposed 245,573,256.85 224,081,428.60 Difference 4,426,743.15 -24,081,428.60 Of which: capital reserve adjustment 4,426,743.15 -24,081,428.60 (3) Effect of capital increased contributed on the part of another shareholder on minority interests and equity attributable to the owners of the parent company Unit: RMB Shouguang Meilun Item Paper Co., Ltd. Share of net assets of the Group before the capital increase 4,987,609,644.29 Amount of capital increase 300,000,000.00 Share of net assets of the Group after the capital increase 5,000,228,916.06 Difference -12,619,271.77 Of which: capital reserve adjustment -12,619,271.77 276 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report IX. Interest in other entities (Cont’d) 3. Interest in joint arrangements or associates (1) Major joint ventures and associates Principle Principle Name of joint venture and place of place of Nature of Shareholding associate business incorporation business Direct Indirect Accounting method Weifang Senda Meixi Port Co., Port Equity Ltd. Weifang Weifang construction 50.00% method Ningbo Kaichen Huamei Equity Investment Fund Partnership Investment Equity (Limited Partnership) Ningbo Ningbo management 40.00% method Weifang Xingxing United Equity Chemical Co., Ltd. Weifang Weifang Chemical 50.00% method Zhuhai Dechen New Third Board Equity Investment Fund Investment Equity Company (Limited Partnership) Zhuhai Zhuhai management 50.00% method Equity Goldtrust Futures Co., Ltd. Changsha Changsha Futures 35.43% method Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership Investment Equity (Limited Partnership) Weifang Weifang management 44.44% method Guangdong Nanyue Bank Co., Equity Ltd. Guangdong Guangdong Bank 16.62% method 2020 ANNUAL REPORT 277 XIII Financial Report IX. Interest in other entities (Cont’d) 3. Interest in joint arrangements or associates (Cont’d) (2) Key financial information of major joint ventures Unit: RMB Closing balance/ Opening balance/ Amount for the period Amount for the prior period Weifang Sime Weifang Xingxing Weifang Sime Weifang Xingxing Darby West Port United Chemical Darby West Port United Chemical Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Current assets 11,717,494.06 118,868,385.80 26,890,506.23 94,334,994.14 Of which: Cash and cash equivalents 5,739,139.97 37,588,664.71 8,299,040.10 25,959,739.14 Non-current assets 526,006,172.67 24,644,081.09 543,566,206.60 32,100,379.42 Total assets 537,723,666.73 143,512,466.89 570,456,712.83 126,435,373.56 Current liabilities 17,876,446.30 26,318,294.93 16,216,196.08 27,927,549.31 Non-current liabilities 370,515,018.03 22,662,556.59 389,517,611.14 Total liabilities 388,391,464.33 48,980,851.52 405,733,807.22 27,927,549.31 Equity interest attributable to shareholders of the parent company 149,332,202.40 94,531,615.37 164,722,905.61 98,507,824.25 Share of net assets based on shareholding 74,666,101.20 47,265,807.69 82,361,452.81 49,253,912.13 – Unrealised profit arising from intra-group transactions 7,277,405.72 44,608,577.43 7,365,218.95 44,562,645.26 Carrying amount of investment in joint ventures 81,943,506.92 91,874,385.12 89,726,671.76 93,816,557.39 Revenue 56,243,755.61 1,596,938.76 29,834,105.08 132,763,766.49 Finance expenses 21,875,452.03 -733,877.86 20,667,999.05 -394,709.39 Income tax expenses 4,706,185.72 Net profit -15,604,782.40 -3,183,622.90 -26,827,919.17 14,118,557.12 Total comprehensive income -15,604,782.40 -3,183,622.90 -26,827,919.17 14,118,557.12 Dividend received from joint ventures during the year 23,000,000.00 278 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report IX. Interest in other entities (Cont’d) 3. Interest in joint arrangements or associates (Cont’d) (3) Key financial information of major associates Unit: RMB Closing balance/Amount for the period Opening balance/Amount for the prior period Weifang Chenrong Weifang Chenrong Growth Zhuhai Dechen New Growth Driver Ningbo Kaichen Huamei Zhuhai Dechen New Third Driver Replacement Ningbo Kaichen Huamei Third Board Equity Replacement Equity Equity I vestment Fund Board Equity I vestment Equity I vestment Fund Equity I vestment Fund I vestment Fund I vestment Fund Partnership ( i i ed Fund Company ( i i ed Goldtrust Futures Partnership ( i i ed Guangdong Nanyue Partnership ( i i ed Company ( i i ed Goldtrust Futures Partnership ( i i ed Guangdong Nanyue Partnership Partnership Co. Ltd. Partnership Bank Co. Ltd. Partnership Partnership Co. Ltd. Partnership Bank Co. Ltd. Current assets 24,928,544.79 5,788,211.20 764,236,547.83 281.95 70,627,194,227.70 43,709,912.78 5,810,979.79 514,865,137.33 8,000,250.00 43,993,240,945.90 Non-current assets 171,877,206.00 99,020,108.00 18,545,737.98 450,000,000.00 169,970,138,147.42 154,450,006.00 99,020,000.00 13,965,721.72 407,000,000.00 162,549,835,269.08 Total assets 196,805,750.79 104,808,319.20 782,782,285.81 450,000,281.95 240,597,332,375.12 198,159,918.78 104,830,979.79 528,830,859.05 415,000,250.00 206,543,076,214.98 Current l abi i i s 19,749.95 5,000.00 544,534,428.24 15,000.00 197,253,124,440.72 21,826.94 5,000.00 281,568,856.43 8,000,000.00 172,504,238,508.02 Non-current l abi i i s 32,169,041.10 24,930,860,850.46 30,000,000.00 17,098,918,091.65 Total l abi i i s 19,749.95 5,000.00 576,703,469.34 15,000.00 222,183,985,291.18 21,826.94 5,000.00 311,568,856.43 8,000,000.00 189,603,156,599.67 Net assets 196,786,000.84 104,803,319.20 206,078,816.47 449,985,281.95 18,413,347,083.94 198,138,091.84 104,825,979.79 217,262,002.62 407,000,250.00 16,847,722,509.11 Share of net assets based on sharehold ng 78,714,400.34 52,401,659.62 73,013,724.68 199,973,459.30 3,060,298,285.35 79,255,236.74 52,412,989.90 76,975,927.53 180,870,911.10 2,800,091,481.01 – Goodwi l 104,073,292.25 104,073,292.25 – Others 119,835,525.93 12,279,914.66 -267,823.00 120,273,610.78 11,683,737.93 -22,870,911.10 Carrying amount of i vestment i j i t ventures 198,549,926.27 52,401,659.62 189,366,931.59 199,705,636.28 3,060,298,285.35 199,528,847.52 52,412,989.90 192,732,957.71 158,000,000.00 2,800,091,481.01 Revenue 49,996,217.01 1,232,673.27 4,849,150,132.82 48,222,356.65 11,008,440,467.50 Net profit -2,447,303.13 -22,660.59 -9,500,497.09 -14,968.05 1,539,105,400.52 -154,058.98 318,344.37 329,683.17 250.00 1,634,495,792.15 Total comprehensive i come -2,447,303.13 -22,660.59 -9,500,497.09 -14,968.05 1,539,105,400.52 -154,058.98 318,344.37 329,683.17 250.00 1,634,495,792.15 (4) Summary financial information of non-major joint ventures and associates Unit: RMB Closing balance/ Opening balance/ Amount for the period Amount for the prior period Joint ventures: – – Total carrying amount of investment 22,032,934.47 9,669,667.61 Total amount of the following items based on shareholding – – – Net profit 1,646,466.86 2,216,832.82 – Total comprehensive income 1,646,466.86 2,216,832.82 Associates: – – Total carrying amount of investment 9,985,136.83 10,359,850.83 Total amount of the following items based on shareholding – – – Net profit -374,714.00 -494,921.70 – Total comprehensive income -374,714.00 -494,921.70 2020 ANNUAL REPORT 279 XIII Financial Report X. Risk relating to financial instruments Main financial instruments of the Group include monetary funds, bills receivable, accounts receivable, other receivables, non-current assets due within one year, other current assets, other non-current financial assets, long-term receivables, short-term borrowings, accounts payable, other payables, short-term borrowings, non-current liabilities due within one year, long-term borrowings, bonds payable and Long-term payables. Details of financial instruments refer to related notes. The risks associated with these financial instruments and the risk management policies adopted by the Company to mitigate these risks are described below. The management of the Company manages and monitors these exposures to ensure that the above risks are controlled in a limited extent. 1. Risk management goals and policies The Group aims to seek the appropriate balance between the risks and benefits in order to mitigate the adverse effects on the Group’s financial performance from financial risk. Based on such objectives, the Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and devise corresponding internal control procedures, and to monitor risks faced by the Group. Such risk management policies and internal control systems are reviewed regularly to adapt to changes in market conditions and the Group’s activities. The internal audit department of the Group undertakes both regular and ad-hoc reviews of risk management controls and procedures. Risks associated with the financial instrument of the Group mainly include credit risk, liquidity risk, market risk (including exchange rate risk, interest rate risk and commodity price risk). The board of directors is responsible to plan and establish the Group’s risk management structure, make risk management policies and related guidelines, and supervise the implementation of risk management. The Group has already made risk management risks to identify and analyse risks that the Group face. These policies mentioned specific risks, covering market, credit risk and liquidity risk etc. The Group regularly assesses market environment and the operation of the Group changes to determine if to make alteration to risk management policy and systems. The Group’s risk management is implemented by Risk Management Committee according to the approval of the board of directors. The Risk Management Committee works closely with other business department of the Group to identify, evaluating and avoiding certain risks. The Group’s internal audit department will audit the risk management control and procedures regularly and report the result to audit committee of the Group. The Group spreads risks through diverse investment and business lines, and through making risk management policy to reduce risks of single industry, specific area and counterpart. (1) Credit risks Credit risk refers to risk associated with the default of contract obligation of a transaction counterparty. The Group manages credit risk based category. Credit risks mainly arose from bank deposit, bills receivable, accounts receivable, other receivables and long-term receivables etc. The Group’s bank deposit mainly deposits in state-owned banks and other large and medium-sized listed banks. The Group anticipated that the bank deposit does not have significant credit risk. For bill receivable, accounts receivables, other receivables and long-term receivables, the Group set related policies to control exposure of credit risks. The Group evaluate client’s credit quality and set related credit period based on the client’s financial status, credit records and other factors such as current market situation etc. The Group keep monitor the client’s credit record and for client with deteriorate credit records, the Group will ensure the credit risk is under control in whole by means of written notice of payment collection, shorten or cancel credit period. 280 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report X. Risk relating to financial instruments (Cont’d) 1. Risk management goals and policies (Cont’d) (1) Credit risks (Cont’d) The Group’s debtor spread over different industry and area. The Group continued to assess the credit evaluation to receivables and purchase credit guarantee insurance if necessary. The biggest credit risk exposure of the Group is the carrying amount of each financial asset in the balance sheet. The Group did not provide financial guarantee which resulted in credit risks. The amount of top 5 accounts receivable of the Group accounted for 21.47% (2019: 29.05%) of the Group’s total accounts receivables. The amount of top 5 other receivable of the Group accounted for 81.22% (2019: 87.09%) of the Group’s total other receivables. (2) Liquidity risk Liquidity risk refers to the risks that the Group will not be able to meet its obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. To manage the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. The management of the Group monitors the usage of bank borrowings and ensures compliance with the borrowing agreements. In the meantime, we obtain commitments from major financial institutions to provide sufficient standby funds to meet short-term and long-term funding needs. Operating cash was generated from capital and bank and other borrowings. As of 31 December 2020, the Group’s unused bank loan credit is RMB38,894.7823 million (31 December 2019: 34,072.1416 million). 2020 ANNUAL REPORT 281 XIII Financial Report X. Risk relating to financial instruments (Cont’d) 1. Risk management goals and policies (Cont’d) (2) Liquidity risk (Cont’d) As at the end of the period, the financial assets and financial liabilities of the Group are analysed by their maturity date as below at their undiscounted contractual cash flows (in ten thousand RMB): 2020.12.31 Item Within 1 year 1-2 years 2-3 years 3-4 years Over 4 years Total Financial assets: Monetary funds 1,775,953.76 1,775,953.76 Accounts receivable 247,416.05 247,416.05 Accounts receivable financing 48,838.57 48,838.57 Other receivables 296,054.64 296,054.64 Long-term receivables 452,285.93 61,971.92 3,420.00 517,677.85 Other current assets 271,691.87 271,691.87 Non-current assets due within one year 422,274.42 422,274.42 Total financial assets 3,062,229.31 452,285.93 61,971.92 3,420.00 3,579,907.16 Financial liabilities: Short-term borrowings 3,279,399.30 3,279,399.30 Bills payable 299,893.67 299,893.67 Accounts payable 404,243.07 404,243.07 Other payables 177,772.24 177,772.24 Non-current liabilities due within one year 716,094.96 716,094.96 Other current liabilities 15,703.78 15,703.78 Long-term borrowings 258,446.95 203,956.69 10,909.00 334,402.46 807,715.10 Bonds payable 153,687.74 153,687.74 Lease liabilities 443.29 472.83 5,111.06 6,027.18 Long-term payables 148,649.69 64,102.65 16,778.59 229,530.93 Total financial liabilities and contingent liabilities 4,893,107.02 561,227.67 268,532.17 32,798.65 334,402.46 6,090,067.97 282 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report X. Risk relating to financial instruments (Cont’d) 1. Risk management goals and policies (Cont’d) (2) Liquidity risk (Cont’d) As at the beginning of the period, the financial assets and financial liabilities of the Group at the reporting date are analysed by their maturity date as below at their undiscounted contractual cash flows (in ten thousand RMB): 2019.12.31 Item Within 1 year 1-2 years 2-3 years 3-4 years Over 4 years Total Financial assets: Monetary funds 1,906,656.98 1,906,656.98 Accounts receivable 307,736.22 307,736.22 Accounts receivable financing 44,291.59 44,291.59 Other receivables 270,183.01 270,183.01 Long-term receivables 17,413.54 23,488.20 81,470.83 122,372.57 Other current assets 808,452.56 808,452.56 Non-current assets due within one year 697,303.80 697,303.80 Total financial assets 4,034,624.16 17,413.54 23,488.20 81,470.83 4,156,996.73 Financial liabilities: Short-term borrowings 3,688,315.60 3,688,315.60 Bills payable 151,504.82 151,504.82 Accounts payable 435,108.76 435,108.76 Other payables 238,605.99 238,605.99 Non-current liabilities due within one year 566,295.89 566,295.89 Other current liabilities 22,240.25 22,240.25 Long-term borrowings 521,440.85 117,319.88 86,672.98 188,600.26 914,033.97 Bonds payable 116,920.09 8,907.00 125,827.09 Lease liabilities 457.07 443.29 472.83 7,220.12 8,593.31 Long-term payables 64,272.98 96,887.59 83,321.65 87,671.33 332,153.55 Total financial liabilities and contingent liabilities 5,102,071.31 703,090.99 223,557.76 170,467.46 283,491.71 6,482,679.23 The financial liabilities disclosed above are based on cash flows that are not discounted and may differ from the carrying amount of the line items of the balance sheet. Financial guarantees issued do not represent the amount to be paid. 2020 ANNUAL REPORT 283 XIII Financial Report X. Risk relating to financial instruments (Cont’d) 1. Risk management goals and policies (Cont’d) (3) Market risk Market risk includes interest rate risk and currency risk, refers to the risk that the fair value or future cash flow of a financial instrument will be fluctuated due to the changes in market price. Interest risk Interest rate risk refers to the risk that the fair value or future cash flow of a financial instrument will be fluctuated due to the floating rate. Interest rate risk arises from recognised interest-bearing financial instrument and unrecognised financial instrument (e.g. loan commitments). The Group’s interest rate risk arises from long-term interest-bearing liabilities including long-term borrowing and bonds payable. Financial liabilities issued at floating rate expose the Group to cash flow interest rate risk. Financial liabilities issued at fixed rate expose the Group to fair value interest rate risk. The Group determines the relative proportions of its fixed rate and floating rate contracts depending on the prevailing market conditions and to maintain an appropriate combination of financial instruments at fixed rate and floating rate through regular reviews and monitors. The Group’s finance department continuously monitors the interest rate position of the Group. The Group did not enter into any interest rate hedging arrangements. But the management is responsible to monitor the risks of interest rate and consider to hedge significant interest risk if necessary. Increase in interest rates will increase the cost of new borrowing and the interest expenses with respect to the Group’s outstanding floating rate interest-bearing borrowings, and therefore could have a material adverse effect on the Group’s financial result. The management will make adjustments with reference to the latest market conditions. These adjustments may include enter into interest swap agreement to mitigate its exposure to the interest rate risk. Interest bearing financial instrument held by the Group are as follows (in ten thousand RMB): Balance for Balance for Item the year the prior year Financial instrument with fixed interest rate Financial liabilities Of which: Short-term borrowings 3,279,399.30 3,688,315.60 Long-term borrowings 807,715.10 914,033.97 Bonds payable 153,687.74 125,827.09 Total 4,240,802.14 4,728,176.66 Financial instrument with float interest rate Financial assets Of which: Monetary funds 438,700.83 288,790.99 Total 438,700.83 288,790.99 284 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report X. Risk relating to financial instruments (Cont’d) 1. Risk management goals and policies (Cont’d) (3) Market risk (Cont’d) The financial instruments held by the Group at the reporting date expose the Group to fair value interest rate risk. This sensitivity analysis as above has been determined assuming that the change in interest rates had occurred at the reporting date and arisen from the recalculation of the above financial instrument issued at new interest rates. The non-derivative tools issued at floating interest rate held by the Group at the reporting date expose the Group to cash flow interest rate risk. The effect to the net profit and shareholder’s equity illustrated in the sensitivity analysis as above is arisen from the effect to the annual estimate amount of interest expenses or revenue at the floating interest rate. The analysis is performed on the same basis for prior year. Exchange rate risk Exchange risk refers to the risk that the fair value or future cash flows of a financial instrument will be fluctuated due to the changes in foreign currency rates. Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The principal business of the Group is situated within the PRC and is denominated in RMB. However, foreign exchange risks still exist for the assets and liabilities in foreign currencies and future foreign currency transactions as recognised by the Group (assets and liabilities in foreign currencies and foreign currency transactions are mainly denominated in US dollar, Japanese yen, South Korean Won and Euro). The following table details the financial assets and liabilities held by the Group which denominated in foreign currencies and amounted to RMB as at 31 December 2020 are as follows (in RMB ten thousands): Liabilities denominated Asset denominated in in foreign currency foreign currency As at the As at the As at the As at the end of beginning of end of beginning of Item the period the period the period the period USD 589,167.11 453,753.14 36,393.34 147,730.57 EUR 2,692.09 9,890.43 4,547.15 5,131.53 HKD 9,131.73 3,150.80 294.97 63.69 KRW YEN 0.05 880.88 941.18 GBP 4.64 1.86 Total 600,990.98 466,794.37 42,120.98 153,868.83 The Company closely monitors the impact of exchange rate changes on the Company’s foreign exchange risk. The Company has not taken any measures to avoid foreign exchange risks. However, the management is responsible for monitoring exchange rate risks and will consider hedging significant exchange rate risks when necessary. 2020 ANNUAL REPORT 285 XIII Financial Report X. Risk relating to financial instruments (Cont’d) 1. Risk management goals and policies (Cont’d) (3) Market risk (Cont’d) With other variables unchanged, the after-tax effect of the possible reasonable changes in the exchange rate of foreign currency to RMB on the current profit and loss of the Group is as follows (in RMB ten thousands): Increase (decrease) in after-tax profits Balance for the year Balance for the prior year Increase in exchange rate of USD 5% -22,154.09 5% -15,301.13 Decrease in exchange rate of USD -5% 22,154.09 -5% 15,301.13 Increase in exchange rate of Euro 5% 92.75 5% -237.95 Decrease in exchange rate of Euro -5% -92.75 -5% 237.95 2. Capital management The objective of the Group’s capital risk management is to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or disposes assets to reduce its liabilities. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net liabilities divided by total capital. As at 31 December 2020, the Group’s gearing ratio is 71.83% (31 December 2019: 73.11%). XI. Fair value 1. Fair value of assets and liabilities measured at fair value as at the end of the period Unit: RMB Fair value as at the end of the period Item Level 1 Level 2 Level 3 Total I. Continuous measurement of fair value – – – – (I) Financial liabilities held for trading 192,907,800.62 192,907,800.62 1. Equity instrument investments 192,907,800.62 192,907,800.62 (II) Biological assets 1,535,386,865.44 1,535,386,865.44 1. Consumable biological assets 1,535,386,865.44 1,535,386,865.44 (III) Accounts receivable financing 488,385,666.76 488,385,666.76 (IV) Other non-current financial assets 145,910,000.00 145,910,000.00 Total assets continuously measured at fair value 192,907,800.62 2,169,682,532.20 2,362,590,332.82 II. Non-continuous measurement of fair value – – – – 286 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XI. Fair value (Cont’d) 2. Quantitative Information About Significant Unobservable Inputs Used in the Level 3 Fair Value Measurement that Are Significant Unit: RMB Fair value as at the Item end of the period Valuation techniques Unobservable inputs Range Equity instrument investments: Shandong Hongqiao Venture Capital Co., Ltd. 90,910,000.00 Cost method Consumable biological assets: Forestry 1,535,386,865.44 Replacement cost Cost per mu for the first year of 806.00(ton/RMB) method Eucalyptus Cost per mu for the first year of 592.00(ton/RMB) Pines Roll back method of Unit price per ton of Eucalyptus 575.00(ton/RMB) market price wood Unit price per ton of wet pine 430.00(ton/RMB) Unit price per ton of Chinese fir 800.00(ton/RMB) XII. Related parties and related party transactions 1. Parent company of the Company Shareholding of the Voting right of the Place of parent company parent company in Name of parent company incorporation Business nature Registered capital in the Company the Company Chenming Holdings Co., Ltd. Shouguang Investment in manufacture of paper, electricity, 1,238,787,700 27.53% 27.53% steam, and arboriculture The ultimate controller of the Company is Shouguang State-owned Assets Supervision and Administration Office. 2. Subsidiaries of the Company For subsidiaries of the Company, please refer to Note IX. 1. 2020 ANNUAL REPORT 287 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 3. Joint ventures and associates of the Company For details of joint ventures or associates, please refer to Note IX. 3. Balance of related party transaction between the Company and its joint ventures or associates during the period or prior periods are as follows: Name of joint ventures or associates Relation Shouguang Meite Environmental Technology Co., Ltd. A joint venture of the Group Weifang Xingxing United Chemical Co., Ltd. A joint venture of the Group Shouguang Chenming Huisen New-style Construction Materials Co., Ltd. A joint venture of the Group Jiangxi Jiangbao Media Colour Printing Co., Ltd. An associate of the Group Chenming (Qingdao) Asset Management Co., Ltd. An associate of the Group Jiangxi Chenming Port Co., Ltd. An associate of the Group Weifang Sime Darby West Port Co., Ltd. A joint venture of the Group Guangdong Nanyue Bank Co., Ltd. An associate of the Group 4. Other related parties Name of other related parties Relation Shandong Shouguang Jinxin Investment Development Shareholder of the Company’s largest shareholder Holdings Group Co., Ltd. Shouguang Henglian Enterprise Investment Limited Shareholder of the Company’s largest shareholder Shouguang Ruifeng Enterprise Investment Limited Shareholder of the Company’s largest shareholder Chenming Holdings (Hong Kong) Limited Subsidiary of the Company’s largest shareholder Zhanjiang Chenming Real Estate Co., Ltd. Subsidiary of the Company’s largest shareholder Qingdao Hongji Weiye Investment Co., Ltd. Subsidiary of the Company’s largest shareholder Shouguang Hengying Real Estate Co., Ltd. Subsidiary of the Company’s largest shareholder Shouguang Hengtai Enterprise Investment Co., Ltd. A company invested by the Directors and senior management of the Company Shouguang Huixin Construction Materials Co., Ltd. A company invested by the Directors and senior management of the Company Shouguang Chenming Guangyuan Real Property Co., A company invested by the Directors and senior Ltd. and its subsidiaries management of the Company Qingdao Chenming Nonghai Investment Co., Ltd. and its A company invested by the Directors and senior subsidiaries management of the Company Nanchang Chenjian New-style Wall Materials Co., Ltd. A company invested by the Directors and senior management of the Company Shouguang Hengde Real Estate Co., Ltd. A company invested by the Directors and senior management of the Company Zhejiang Huaming Investment Management Co., Ltd. Directors and senior management served by the and its subsidiaries Company’s Directors Hebei Chenming Zhongjin Real Estate Development Co., Directors served by the Company’s Supervisors and Ltd. and its subsidiaries senior management Wuhan Chenming Zhongjin Real Estate Co., Ltd. and its Directors served by the Company’s Supervisors subsidiaries Wuhan Rongsheng Zhongjin Development and Directors served by the Company’s Supervisors Investment Co., Ltd. and its subsidiaries 288 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 4. Other related parties (Cont’d) Name of other related parties Relation Qingzhou Chenming Denaturation Amylum Co., Ltd. Investee of the Company Lide Technology Co., Ltd. Investee of the Company Jiangxi Jiuyu Energy Co., Ltd. and its subsidiaries Directors and senior management served by the Company’s Directors in the past twelve months Chen Hongguo, Hu Changqing, Li Xingchun, Li Feng, Li Key management personnel Xueqin, Geng Guanglin, Li Weixian, Li Zhenzhong, Li Feng, Chen Gang, Dong Lianming and Yuan Xikun 5. Related party transactions (1) Purchase and sales of goods and rendering and receiving services Table on purchase of goods/receiving of services Unit: RMB Whether the Details of Amount for Transaction Transaction related party the reporting facility facility is Amount for the Related party transaction period approved exceeded prior period Jiangxi Jiuyu Energy Co., Procurement of natural 255,158,150.43 600,000,000.00 No 381,124,206.33 Ltd. gas and heavy oil, etc. Weifang Xingxing United Procurement of 80,638,768.49 Chemical Co., Ltd. hydrogen peroxide etc. Lide Technology Co., Ltd. Service expense 3,240,300.00 No Table on sales of goods/providing of services Unit: RMB Details of related party Amount for the Amount for the Related party transaction reporting period prior period Shouguang Chenming Huisen New- Sales of electricity and 8,668,152.00 7,064,454.19 style Construction Materials Co., steam Ltd. Shouguang Huixin Construction Sales of cement, coal, oil, 4,662,205.59 13,402,439.72 Materials Co., Ltd. etc. Related party transactions regarding purchase and sale of goods and provision and receipt of services 2020 ANNUAL REPORT 289 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (2) Guarantee The Company as guarantor Unit: RMB Whether performance Amount under Starting date Expiry date of guarantee Guarantor Party being guaranteed guarantee of guarantee of Guarantee is completed Shandong Chenming Paper Holdings Weifang Sime Darby West Port Limited Co., Ltd. 124,800,000.00 2017/12/20 2027/12/20 No Shandong Chenming Paper Holdings Limited Chenming (HK) Limited 119,405,670.00 2018/4/23 2021/4/7 No Shandong Chenming Paper Holdings Limited Chenming (HK) Limited 68,511,450.00 2018/5/4 2021/4/6 No Shandong Chenming Paper Holdings Limited Chenming (HK) Limited 43,064,340.00 2018/5/17 2021/5/5 No Shandong Chenming Paper Holdings Limited Chenming (HK) Limited 131,150,490.00 2019/4/30 2022/4/22 No Shandong Chenming Paper Holdings Limited Chenming (HK) Limited 65,249,000.00 2020/6/2 2021/5/30 No Shandong Chenming Paper Holdings Hainan Chenming Technology Limited Co., Ltd. 300,000,000.00 2020/12/11 2021/3/10 No Shandong Chenming Paper Holdings Hainan Chenming Technology Limited Co., Ltd. 80,000,000.00 2020/12/18 2021/3/17 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 43,690,000.00 2017/1/5 2021/3/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 43,690,000.00 2017/1/5 2021/6/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 3,900,000.00 2017/1/5 2021/9/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 36,260,000.00 2017/2/3 2021/9/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 40,160,000.00 2017/2/3 2021/12/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 40,160,000.00 2017/2/3 2022/3/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 33,420,000.00 2017/2/3 2022/6/26 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 200,000,000.00 2020/10/22 2021/10/21 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 300,000,000.00 2020/12/23 2021/12/23 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 20,000,000.00 2020/3/23 2021/3/22 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 96,942,436.11 2020/4/14 2021/4/13 No 290 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (2) Guarantee (Cont’d) Whether performance Amount under Starting date Expiry date of guarantee Guarantor Party being guaranteed guarantee of guarantee of Guarantee is completed Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 30,000,000.00 2020/6/9 2021/6/8 No Shandong Chenming Paper Holdings Huanggang Chenming Pulp & Limited Paper Co., Ltd. 38,057,563.89 2020/6/19 2021/6/18 No Shandong Chenming Paper Holdings Limited Jilin Chenming Paper Co., Ltd. 20,000,000.00 2020/3/16 2021/2/26 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 200,000,000.00 2019/6/28 2022/6/27 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 300,000,000.00 2019/7/1 2022/6/27 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 85,000,000.00 2019/10/23 2022/6/27 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 114,750,000.00 2019/11/22 2022/6/27 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 26,800,000.00 2020/2/14 2021/2/13 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 60,000,000.00 2020/2/24 2021/2/23 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 99,000,000.00 2020/3/3 2021/3/2 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 49,500,000.00 2020/3/19 2021/3/19 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 150,000,000.00 2020/3/20 2021/3/19 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 90,000,000.00 2020/3/27 2021/3/26 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 100,000,000.00 2020/4/10 2021/4/9 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 70,000,000.00 2020/4/15 2021/4/14 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 73,000,000.00 2020/5/27 2021/5/26 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 13,433,306.20 2020/9/4 2021/3/3 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 24,403,126.00 2020/10/29 2021/4/14 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 11,648,409.40 2020/12/7 2021/6/5 No Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 150,000,000.00 2020/12/18 2021/12/17 No 2020 ANNUAL REPORT 291 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (2) Guarantee (Cont’d) Whether performance Amount under Starting date Expiry date of guarantee Guarantor Party being guaranteed guarantee of guarantee of Guarantee is completed Shandong Chenming Paper Holdings Jiangxi Chenming Paper Co., Limited Ltd. 25,000,000.00 2020/12/21 2021/5/28 No Shandong Chenming Paper Holdings Shandong Chenming Paper Limited Sales Co., Ltd. 253,272,043.36 2020/3/9 2021/3/4 No Shandong Chenming Paper Holdings Shandong Chenming Paper Limited Sales Co., Ltd. 60,000,000.00 2020/3/31 2021/1/22 No Shandong Chenming Paper Holdings Shandong Chenming Paper Limited Sales Co., Ltd. 420,456,575.63 2020/5/6 2021/5/2 No Shandong Chenming Paper Holdings Shandong Chenming Paper Limited Sales Co., Ltd. 100,000,000.00 2020/6/10 2021/6/7 No Shandong Chenming Paper Holdings Shandong Chenming Paper Limited Sales Co., Ltd. 270,000,000.00 2020/6/16 2021/1/22 No Shandong Chenming Paper Holdings Shandong Chenming Paper Limited Sales Co., Ltd. 100,000,000.00 2020/7/15 2021/7/12 No Shandong Chenming Paper Holdings Shanghai Chenming Pulp & Limited Paper Sales Co., Ltd. 5,000,000.00 2020/5/11 2021/5/10 No Shandong Chenming Paper Holdings Shanghai Chenming Pulp & Limited Paper Sales Co., Ltd. 10,000,000.00 2020/12/23 2021/12/23 No Shandong Chenming Paper Holdings Shouguang Meilun Paper Co., Limited Ltd. 124,976,460.75 2020/7/9 2021/7/9 No Shandong Chenming Paper Holdings Shouguang Meilun Paper Co., Limited Ltd. 124,663,481.19 2020/9/22 2021/3/22 No Shandong Chenming Paper Holdings Shouguang Meilun Paper Co., Limited Ltd. 100,000,000.00 2020/9/29 2021/9/29 No Shandong Chenming Paper Holdings Shouguang Meilun Paper Co., Limited Ltd. 132,277,786.95 2020/12/7 2021/6/5 No Shandong Chenming Paper Holdings Wuhan Chenming Hanyang Limited Paper Holdings Co., Ltd. 30,000,000.00 2020/8/6 2021/6/23 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 200,000,000.00 2019/7/12 2021/7/12 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 140,000,000.00 2019/12/4 2021/12/3 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 645,965,100.00 2019/12/27 2022/12/27 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 100,000,000.00 2020/1/14 2021/1/13 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 125,000,000.00 2020/1/21 2021/1/21 No 292 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (2) Guarantee (Cont’d) Whether performance Amount under Starting date Expiry date of guarantee Guarantor Party being guaranteed guarantee of guarantee of Guarantee is completed Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 100,000,000.00 2020/2/11 2021/2/10 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 50,000,000.00 2020/2/18 2021/2/12 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 100,000,000.00 2020/2/19 2021/2/18 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 326,245,000.00 2020/2/26 2021/2/25 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 300,000,000.00 2020/2/29 2021/2/28 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 30,000,000.00 2020/3/13 2021/3/10 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 70,000,000.00 2020/3/13 2021/3/12 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 35,234,460.00 2020/3/25 2021/3/24 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 100,000,000.00 2020/3/25 2021/3/25 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 50,000,000.00 2020/3/27 2021/3/22 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 29,362,050.00 2020/5/21 2021/5/18 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 58,071,610.00 2020/7/1 2021/6/25 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 99,000,000.00 2020/7/16 2021/1/12 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 90,000,000.00 2020/8/6 2021/2/2 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 200,000,000.00 2020/8/14 2021/3/9 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 50,000,000.00 2020/8/18 2021/8/12 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 89,000,000.00 2020/9/15 2021/9/14 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 99,600,000.00 2020/9/16 2021/3/15 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 110,000,000.00 2020/10/16 2021/10/15 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 80,000,000.00 2020/10/16 2023/10/15 No 2020 ANNUAL REPORT 293 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (2) Guarantee (Cont’d) Whether performance Amount under Starting date Expiry date of guarantee Guarantor Party being guaranteed guarantee of guarantee of Guarantee is completed Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 80,000,000.00 2020/10/19 2022/10/13 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 30,000,000.00 2020/11/4 2021/11/3 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 45,674,300.00 2020/11/5 2021/10/13 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 90,000,000.00 2020/11/6 2021/5/5 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 90,000,000.00 2020/11/6 2021/5/5 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 115,000,000.00 2020/11/11 2023/11/10 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 90,000,000.00 2020/11/12 2021/11/11 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 90,000,000.00 2020/11/16 2021/11/15 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 51,500,000.00 2020/11/18 2021/5/12 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 166,668,000.00 2020/11/18 2021/11/17 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 30,000,000.00 2020/12/1 2021/11/30 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 190,989,910.80 2020/12/4 2021/3/4 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 200,000,000.00 2020/12/4 2021/12/3 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 100,000,000.00 2020/12/10 2023/12/9 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 50,000,000.00 2020/12/18 2021/12/17 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 100,000,000.00 2020/12/18 2021/12/17 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 32,624,500.00 2020/12/24 2021/12/17 No Shandong Chenming Paper Holdings Zhanjiang Chenming Pulp & Limited Paper Co., Ltd. 30,000,000.00 2020/12/31 2021/1/4 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 241,967,137.90 2018/8/8 2021/5/25 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 241,967,137.90 2018/8/8 2021/5/25 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 232,286,440.00 2018/9/4 2021/6/21 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 232,286,440.00 2018/9/6 2021/6/21 No 294 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (2) Guarantee (Cont’d) Whether performance Amount under Starting date Expiry date of guarantee Guarantor Party being guaranteed guarantee of guarantee of Guarantee is completed Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 97,873,500.00 2019/3/28 2021/6/16 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 97,873,500.00 2019/3/28 2022/1/7 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 192,060,431.50 2019/4/2 2021/6/10 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 192,060,431.50 2019/4/2 2022/1/6 No Zhanjiang Chenming Pulp & Paper Co., Ltd. Chenming (HK) Limited 127,235,550.00 2019/7/19 2021/6/19 No Jiangxi Chenming Paper Co., Ltd. Chenming (HK) Limited 87,132,862.11 2020/3/19 2021/3/9 No Jiangxi Chenming Paper Co., Ltd. Chenming (HK) Limited 7,177,390.00 2020/11/18 2021/3/9 No Shandong Chenming Financial Leasing Co., Zhanjiang Chenming Pulp & 120,000,000.00 2020/8/5 2021/8/5 No Ltd. Paper Co., Ltd. Shanghai Herui Investment Co., Ltd. Shouguang Meilun Paper Co., 200,000,000.00 2020/12/4 2022/6/27 No Ltd. Shanghai Herui Investment Co., Ltd. Shouguang Meilun Paper Co., 424,000,000.00 2020/12/4 2023/10/30 No Ltd. Shanghai Herui Investment Co., Ltd. Wuhan Chenming Hanyang 6,000,000.00 2020/12/4 2023/10/30 No Paper Holdings Co., Ltd. Shanghai Herui Investment Co., Ltd. Huanggang Chenming Pulp & 200,000,000.00 2020/12/4 2023/10/30 No Paper Co., Ltd. Total 12,811,497,891.19 (3) Related party lending and borrowing Unit: RMB Related party Borrowing amount Starting date Expiry date Description Borrowing Chenming Holdings Co., Ltd. 660,300,000.00 1 January 2020 31 December 2020 Guangdong Nanyue Bank Co., Ltd. 1,316,664,000.00 18 September 2020 28 December 2021 Lending Shouguang Meite Environmental Technology Co., Ltd. 16,307,200.00 29 June 2020 24 December 2024 2020 ANNUAL REPORT 295 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (4) Interests of related party lending and borrowing Unit: RMB Details of related Amount during Amount during Related party party transaction the year the prior year Weifang Sime Darby West Port Co., Ltd. Interest income 4,019,600.00 4,052,621.83 Shouguang Meite Environmental Technology Co., Ltd. Interest income 341,680.26 Guangdong Nanyue Bank Co., Ltd. Interest expenses 96,774,311.73 Chenming Holdings Co., Ltd. Interest expenses 7,563,200.00 27,905,072.21 (5) Remuneration of key management staff Unit: RMB’ 0,000 Amount during Amount during Item the year the prior year Remuneration of key management staff 3,067.34 3,057.25 (6) Other related party transactions Distribution band of remuneration of key management staff Amount during Amount during the year the prior year Band of annual remuneration (RMB’ 0,000) (RMB’ 0,000) Total 3,067.34 3,057.25 Of which: (number of staff in each band of amount) RMB4.80-5.20 million 2 2 RMB3.60-4.00 million RMB3.20-3.60 million 1 RMB2.80-3.20 million 3 1 RMB2.40-2.80 million 0 1 RMB2.00-2.40 million 0 2 RMB1.60-2.00 million 1 3 RMB1.20-1.60 million 2 RMB0.80-1.20 million 2 Below RMB0.80 million 14 21 296 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (6) Other related party transactions (Cont’d) Breakdown of remuneration of key management staff Amount during the year (RMB’ 0,000) Basic annual Social welfare Payments of Total Key management staff remuneration contribution housing funds (RMB’ 0,000) Yin Meiqun 20.00 20.00 Yang Biao 20.00 20.00 Sun Jianfei 20.00 20.00 Sub-total of independent non-executive Directors 60.00 60.00 Li Chuanxuan 20.00 20.00 Han Tingde 20.00 20.00 Sub-total of non-executive Directors 40.00 40.00 Chen Hongguo 492.22 5.43 1.35 499.00 Hu Changqing 294.73 3.06 2.21 300.00 Li Xingchun 480.00 480.00 Li Feng 328.82 5.43 1.35 335.60 Sub-total of executive Directors 1,595.77 13.92 4.91 1,614.60 Li Kang 57.32 5.43 1.35 64.10 Pan Ailing 10.00 10.00 Zhang Hong 10.00 10.00 Li Xinggui 15.58 3.84 0.88 20.30 Qiu Lanju 58.88 4.25 0.97 64.10 Total of Supervisor 151.78 13.52 3.20 168.50 Sub-total of other senior management members 1,142.84 32.88 8.52 1,184.24 Total 2,990.39 60.32 16.63 3,067.34 2020 ANNUAL REPORT 297 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (6) Other related party transactions (Cont’d) Breakdown of remuneration of key management staff (Cont’d) Amount during the prior year (RMB’ 0,000) Basic annual Social welfare Payments of Total Key management staff remuneration contribution housing funds (RMB’ 0,000) Yin Meiqun 11.67 11.67 Yang Biao 11.67 11.67 Sun Jianfe 11.67 11.67 Pan Ailing 11.20 11.20 Huang Le 5.37 5.37 Liang Fu 5.37 5.37 Wang Fengrong 5.37 5.37 Sub-total of independent non-executive Directors 62.32 62.32 Li Chuanxuan 11.67 11.67 Han Tingde 11.67 11.67 Yang Guihua 5.37 5.37 Zhang Hong 11.20 11.20 Sub-total of non-executive Directors 39.91 39.91 Chen Hongguo 488.20 7.1 3.7 499.00 Hu Zhangqing 288.90 11.10 3.90 303.90 Li Xingchun 499.00 499.00 Geng Guanglin 151.60 7.10 3.70 162.40 Li Feng 176.00 7.10 3.70 186.80 Chen Gang 86.70 6.50 3.50 96.70 Sub-total of executive Directors 1690.40 38.90 18.50 1747.80 Pan Ailing Reflected in the aforementioned independent non-executive Directors Zhang Hong Reflected in the aforementioned non-executive Directors Li Xinggui 17.10 5.30 2.00 24.40 Qiu Lanju 20.70 4.20 2.00 26.90 Li Dong 0 0 Sun Yinghua 7.30 3.60 2.50 13.40 Zhang Xiaofeng 1.12 1.12 Total of Supervisor 46.22 13.10 6.50 65.82 Sub-total of other senior management members 1,068.90 45.20 27.30 1,141.40 Total 2,907.75 97.20 52.30 3,057.25 298 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 5. Related party transactions (Cont’d) (6) Other related party transactions (Cont’d) The 5 highest paid individuals of the Company during the year comprised of 4 directors and 1 other senior management member of the Company. The remuneration band of the 1 senior management member was RMB2.40-2.80 million. A. Remuneration of the five highest paid individuals Amounts during Amounts during the year (in ten the prior year (in ten Item thousand RMB) thousand RMB) Basic annual remuneration 1,887.99 1,751.10 Provident fund 6.26 15.00 Social welfare contribution 19.35 32.40 Total 1,913.60 1,798.5 0 B. Distribution band of remuneration of the five highest paid individuals Number of Number of individuals individuals during the Band of annual remuneration during the year prior year RMB4.80-5.20 million 2 2 RMB3.20-3.60 million 1 RMB2.80-3.20 million 2 1 RMB2.40-2.80 million 0 1 RMB2.00-2.40 million 1 RMB1.60-2.00 million RMB1.20-1.60 million For the financial year ended 31 December 2020, no other bonuses, which are discretionary or are based on the Company’s, the Group’s or any member of the Group’s performance, were paid to or receivable by the five highest paid individuals, and no other emoluments were paid by the Company to the directors of the Company and the 5 highest paid individuals as an inducement to join or upon joining the Company or as compensation for loss of office. None of the directors waived any emoluments during the year. 2020 ANNUAL REPORT 299 XIII Financial Report XII. Related parties and related party transactions (Cont’d) 6. Related party accounts receivable and accounts payable (1) Accounts receivables Unit: RMB Closing balance Opening balance Item Related party Book balance Bad debt Book balance Bad debt Prepayments Shouguang Hengyuan Energy Co., 6,829,643.97 20,179,937.87 Ltd. Other receivables Shouguang Hengyuan Energy Co., 10,000,000.00 757,910.97 Ltd. Accounts Shouguang Chenming Huisen 2,000,017.96 87,306.27 2,008,185.60 61,132.76 receivable New-style Construction Materials Co., Ltd. Prepayments Jiangxi Jiuyu Energy Co., Ltd. 9,354,736.54 15,358,225.83 Other receivables Weifang Sime Darby West Port 68,476,127.98 19,038,071.06 64,889,583.26 5,151,661.58 Co., Ltd. Other receivables Shouguang Meite Environmental 16,307,200.00 70,132.59 Technology Co., Ltd. (2) Accounts payable Unit: RMB Item Related party Closing balance Opening balance Accounts payable Weifang Xingxing United Chemical 26,905,494.34 26,905,494.34 Co., Ltd. Other payables Chenming Holdings Co., Ltd. 708,440,865.27 Other payables Weifang Xingxing United Chemical 16,860,000.00 Co., Ltd. Accounts payable Jiangxi Jiuyu Energy Co., Ltd. 2,141,855.60 3,054,956.65 Other non-current liabilities Guangdong Nanyue Bank Co., Ltd. 400,000,000.00 400,000,000.00 300 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XII. Related parties and related party transactions (Cont’d) 6. Related party accounts receivable and accounts payable (Cont’d) (3) Deposits with related parties Unit: RMB Item Related party Closing balance Opening balance Bank deposit Guangdong Nanyue Bank Co., Ltd. 655,073,601.28 85,668.46 Other monetary funds Guangdong Nanyue Bank Co., Ltd. 724,668,000.00 2,414,668,000.00 (4) Loans from related parties Unit: RMB Item Related party Closing balance Opening balance Short-term borrowings Guangdong Nanyue Bank Co., Ltd. 1,716,664,600.00 2,948,970,000.00 XIII. Share-based payment 1. General information of share-based payment √ Applicable Not applicable Unit: RMB Total equity instruments of the Company granted during the period 79,600,000.00 Total exercised equity instruments of the Company during the period 0.00 Total invalid equity instruments of the Company during the period 0.00 2020 ANNUAL REPORT 301 XIII Financial Report XIII. Share-based payment (Cont’d) 2. Equity-settled share-based payment √ Applicable Not applicable Unit: RMB The method of determining the fair value of equity instrument on the grant date Ex-right price of grant of share Basis for determining the quantity of exercisable equity instruments See explanation for details Reasons for significant difference between the current estimate and previous estimate None Accumulated amount of equity-settled share-based payment included in the capital reserve 32,486,925.23 Total amount of equity-settled share-based payment recognised in the current period 32,486,925.23 Other explanation On 29 May 2020, the Resolution on the Matters Relating to Adjustments to the 2020 Restricted A Share Incentive Scheme of the Company and the Resolution in Relation to the Grant of Restricted Shares to the Participants were considered and approved at the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the Supervisory Committee of the Company. It is determined that the grant date would be 29 May 2020, and the fair value of the restricted shares was the ex-rights price of the shares on the grant date. The Restricted Shares to be granted under the Incentive Scheme were “granted once and unlocked in batches”. For the period commencing from the first trading day after expiry of the 24-month period from the date on which the registration of the grant of the Restricted Shares is completed and ending on the last trading day of the 36-month period from the date on which the registration of the grant of the Restricted Shares is completed, 40% of the Restricted Shares will be unlocked; for the period commencing from the first trading day after expiry of the 36-month period from the date on which the registration of the grant of the Restricted Shares is completed and ending on the last trading day of the 48-month period from the date on which the registration of the grant of the Restricted Shares is completed, 30% of the Restricted Shares will be unlocked; for the period commencing from the first trading day after expiry of the 48-month period from the date on which the registration of the grant of the Restricted Shares is completed and ending on the last trading day of the 60-month period from the date on which the registration of the grant of the Restricted Shares is completed, 30% of the Restricted Shares will be unlocked. Meanwhile, during the three accounting years from 2021 to 2023, the Restricted Shares granted under the Incentive Scheme shall be subject to annual performance appraisal for unlocking. (for details of specific performance evaluation conditions, please refer to the announcement of the Company). At each balance sheet date during the vesting period, the Company, based on the latest information such as the latest update on the change in the number of entitled employees, will make best estimates to adjust the expected number of equity instruments that can be vested. As at the exercise date, the final estimated number of exercisable equity instruments should equal the actual number of exercisable equity instruments. 302 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XIV. Undertaking and contingency 1. Significant commitments (1) Capital commitment Unit: RMB Capital commitments contracted for but not yet necessary to be recognised on the balance sheet Closing balance Opening balance Commitments in relation to acquisition and construction of long-term assets 236,106,766.83 260,421,348.84 2. Contingency (1) Significant contingency as at the balance sheet date (1) Contingent liabilities arising from pending litigation and its financial impacts In October 2005, the Company and Hong Kong Arjowiggins HKK2 Limited (“HKK2”) jointly established ArjoWiggins Chenming Specialty Paper Co., Ltd. in Shouguang, Shandong Province, which is engaged in the production of special paper, decoration paper and draft paper. However, such company experienced poor management due to financial crisis. Hence, such company was forced to dissolve in October 2008. In October 2012, HKK2 submitted for arbitration application to Hong Kong International Arbitration Centre, Hong Kong Special Administration of PRC, on the ground of default of the joint venture agreement by the Company. In November 2015, Hong Kong International Arbitration Centre announced arbitration result, stating that the Company should compensate HKK2 with economic loss of RMB167 million, arbitration fee of HK$3.30 million and legal fee of USD3.54 million, together with interest thereon calculated at 8% per annum. In October 2016, the Company received a statutory demand, stating that if the Company fails to perform the arbitration results within 21 days, the liquidation application on H shares of the Company will be submitted. Subsequently, HKK2 submitted H shares liquidation application to the arbitration centre. In November 2016, the Company submitted application to the Court of First Instance of the High Court of the HKSAR and received an injunction, stating that “the applicant is prohibited from applying for liquidation on the Company”. In February 2017, HKK2 submitted an appeal to the court. In June 2017, the court dismissed the injunction received by the Group. In the same month, the Group received the liquidation application submitted by the defendant to the High Court of Hong Kong, which alleged that the Group should compensate the defendant with economic loss of RMB167 million, legal fee of USD3.54 million and arbitration fee of HK$3.30 million, together with interest thereon due to failure in compliance of the arbitration results. In 2017, the Group made provision of RMB325,259,082.28 for the pending litigation. Relevant appeal hearing of the Group on 15 July 2017 was completed in the Hong Kong High Court Appeal Court on the morning of 11 May 2018. At the end of the hearing, the court had instructed that another sentence be adjudicated. On 5 August 2020, the Court of Appeal of the High Court of Hong Kong made a judgment and rejected our Company’s appeal request. The Company is seeking ways to re-appeal to protect the legal rights and interests of the Company and investors. However, as of 31 December 2020, the estimated loss was still uncertain. Therefore, the estimated liability must still be listed in the balance sheet. As of 31 December 2020, the Group had no other contingencies that should be disclosed. 2020 ANNUAL REPORT 303 XIII Financial Report XV. Post-balance sheet event 1. Significant non-adjusting events Unit: RMB Effect to financial positions Reason for not reliably Item Content and operating results estimated Redemption of Preference Redemption of the first Reduction of other Shares tranche of Preference equity instruments by Shares RMB2,238.75 million and reduction of capital reserves by RMB11.25 million Conversion of B shares to Conversion of B shares in No impact on financial H shares issue to H shares position and operating results of the Company 2. Profit distribution Unit: RMB Profits or dividends declared upon consideration and approval 661,044,485.66 3. Description of other events after the balance sheet date As of 25 March, 2021, the Group has no other events that should be disclosed after the balance sheet date. XVI. Other material matters 1. Segment information (1) Basis for determination and accounting policies According to the Group’s internal organisational structure, management requirements and internal reporting system, the Group’s operating business is divided into 5 reporting segments. These report segments are determined based on the financial information required by the company’s daily internal management. The management of the Group regularly evaluates the operating results of these reporting segments to determine the allocation of resources to them and evaluate their performance. The Group’s reporting segments include: (1) Machine paper segment, which is responsible for production and sales of machine paper; (2) Financial services segment, which provides financial services; (3) Investment real estate segment, which is responsible for property rental; (4) Other segments, which is responsible for the above segments otherwise. Segment report information is disclosed in accordance with the accounting policies and measurement standards adopted by each segment when reporting to management. These accounting policies and measurement basis are consistent with the accounting policies and measurement basis used in preparing the financial statements. 304 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVI. Other material matters (Cont’d) 1. Segment information (Cont’d) (2) Financial Information of Reporting Segment Unit: RMB Machine-made Financial Investment Inter-segment Item paper Services real estate Others offset Total Revenue 29,206,314,400.24 1,303,678,561.03 151,740,341.85 1,031,966,112.04 957,181,418.26 30,736,517,996.90 Of which: revenue from external transactions 29,021,523,071.50 964,291,738.17 106,560,951.52 644,142,235.71 – 30,736,517,996.90 Revenue from inter-segment transactions 184,791,328.74 339,386,822.86 45,179,390.33 387,823,876.33 957,181,418.26 – Of which: Revenue from principal activities 28,594,757,850.60 1,296,660,729.91 112,314,230.97 1,010,794,035.98 967,268,762.49 30,047,258,084.97 Operating costs 22,470,534,868.13 814,315,100.61 148,685,628.57 886,839,688.41 674,781,099.51 23,645,594,186.21 Of which: Costs of principal activities 21,844,528,171.28 809,063,515.98 148,685,628.57 880,444,724.37 636,013,221.48 23,046,708,818.72 Operating expenses 284,006,730.90 3,323,648.60 3,882,243.08 28,268,491.44 21,234,758.11 298,246,355.91 Operating profit/(loss) 3,892,491,894.59 305,864,065.35 -235,657,128.38 53,729,771.94 2,431,707,113.42 1,584,721,490.08 Total assets 85,124,126,091.25 20,946,044,723.43 6,523,946,950.46 7,476,608,772.00 28,495,268,708.52 91,575,457,828.62 Total liabilities 61,104,154,700.00 12,593,437,439.88 4,242,547,284.17 3,226,363,801.40 15,391,309,112.07 65,775,194,113.38 2. Government grants (1) Government subsidies included in deferred income will be subsequently measured using the gross method Unit: RMB Amount transferred Presentable items New subsidy amount to profit or loss for transferred to Asset-related/ Item of subsidies Type Closing balance for the period the period Other movements Closing balance profit or loss revenue-related Project Funding for National Key Technology Research Financial and Development Program appropriation 1,452,525.00 164,700.00 1,287,825.00 Other income Asset-related Sewage treatment and water conservation Financial transformation project appropriation 63,274,136.71 3,673,020.38 59,601,116.33 Other income Asset-related Huanggang forestry-pulp- Financial paper project appropriation 681,564,072.66 28,398,506.40 653,165,566.26 Other income Asset-related Zhanjiang forestry-pulp-paper Financial project appropriation 67,047,201.50 12,145,971.39 54,901,230.11 Other income Asset-related Industrial logistics park reconstruction Financial compensation appropriation 51,960,000.00 51,960,000.00 Investment income Asset-related Financial subsidies for technical transformation Financial project appropriation 168,182,448.80 12,496,307.72 155,686,141.08 Other income Asset-related Funding for environmental Financial protection appropriation 700,228,305.19 27,420,000.00 50,008,737.63 677,639,567.56 Other income Asset-related Financial Others appropriation 37,304,645.25 1,589,455.08 35,715,190.17 Other income Asset-related Total 1,771,013,335.11 27,420,000.00 108,476,698.60 51,960,000.00 1,637,996,636.51 2020 ANNUAL REPORT 305 XIII Financial Report XVI. Other material matters (Cont’d) 2. Government grants (Cont’d) (2) Government subsidies calculated into the current profit and loss using the total method Unit: RMB Amount credited to profit Amount credited to profit Presentable items Asset-related/ Subsidy Item Type or loss for the prior period or loss for the period included in profit or loss revenue-related Project Funding for National Key Technology Financial 164,700.00 164,700.00 Other income Asset-related Research and Development Program appropriation Environmental Monitoring and Monitoring Financial 20,000.00 Non-operating income Revenue-related Capability Improvement Subsidies appropriation Provincial manufacturing individual championship Financial 800,000.00 Non-operating income Revenue-related subsidy appropriation Sewage treatment and water conservation Financial 1,192,682.88 1,192,682.88 Other income Asset-related transformation project appropriation Zhanjiang forestry-pulp-paper project Financial 4,094,632.92 12,145,971.39 Other income Asset-related appropriation Industrial logistics park reconstruction Financial 4,705,900.00 Other income Revenue-related compensation appropriation Enterprise reform and development subsidies Financial 31,070,010.00 107,578,937.51 Other income and non- Revenue-related appropriation operating income Financial subsidies for technical transformation Financial 110,054,807.72 101,984,107.72 Other income Asset-related and revenue- project appropriation related Funding for environmental protection Financial 49,361,843.85 72,505,645.88 Other income Asset-related appropriation Huanggang pulp-forestry-paper project Financial 7,543,321.53 Other revenue Asset-related appropriation Research and development grants Financial 74,923,512.88 564,000.00 Other income Revenue-related appropriation Enterprise technology innovation subsidies Financial 100,000.00 Other income Revenue-related appropriation Immediate VAT refund Financial 1,217,058.15 1,846,849.03 Other income Revenue-related appropriation Subsidies for foreign trade projects Financial 211,200.00 Other income Revenue-related appropriation Leading talent subsidy Financial 400,000.00 Non-operating income Revenue-related appropriation Equipment technology subsidies Financial 115,400.00 Other income Revenue-related appropriation Investment promotion subsidy Financial 41,542,500.00 6,306,806.25 Other income and non- Revenue-related appropriation operating income Job stabilisation subsidy Financial 4,856,411.21 Other income and non- Revenue-related appropriation operating income Social security subsidies Financial 486,607.82 Other income and non- Revenue-related appropriation operating income R&D subsidy Financial 2,469,900.00 Other income Revenue-related appropriation Financing subsidy Financial 130,000.00 Other income Revenue-related appropriation Tax return Financial 80,382,428.92 71,675,835.40 Other income Revenue-related appropriation Government awards Financial 228,000,000.00 Other income Revenue-related appropriation Financial discount Financial 22,364,612.22 3,753,300.60 Finance expenses Revenue-related appropriation Pandemic subsidy Financial 1,495,150.00 Other income and non- Revenue-related appropriation operating income Afforestation subsidy Financial 3,891,820.00 6,316,370.50 Other income Revenue-related appropriation Others Financial 17,307,907.75 540,115,190.13 Other income and non- Revenue-related appropriation operating income Total 670,274,417.29 944,778,387.85 306 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVI. Other material matters (Cont’d) 3. Net Current Assets and Total Assets less Current Liabilities (1) Net current assets Unit: RMB’ 0,000 Closing balance Opening balance Current assets 3,588,225.01 4,495,243.39 Less: Current liabilities 5,104,623.47 5,269,876.89 Net current assets -1,516,398.46 -774,633.50 (2) Total assets less current liabilities Unit: RMB’ 0,000 Closing balance Opening balance Total assets 9,157,545.78 9,795,890.99 Less: Current liabilities 5,104,623.47 5,269,876.89 Total assets less current liabilities 4,052,922.31 4,526,014.10 XVII. Major Item Notes of the Parent Company’s Financial Statements 1. Accounts receivable (1) Disclosure of accounts receivable by category Unit: RMB Closing balance Opening Balance Book balance Bad debt provision Carrying value Book balance Bad debt provision Carrying value Type Amount Percentage Amount ECL rate Amount Percentage Amount ECL rate Accounts receivable assessed i div dual y for i pairment 778,063.57 1.73% 778,063.57 100.00% Of which: Accounts receivable assessed col ectively for i pairment 698,032,192.53 100.00% 3,195,631.29 0.46% 694,836,561.24 44,083,258.79 98.27% 4,878,588.79 11.07% 39,204,670.00 Of which: Accounts receivable from related party customers 692,218,139.26 99.17% 692,218,139.26 31,427,654.36 70.06% 157,138.27 0.50% 31,270,516.09 Accounts receivable from non- related party customers 5,814,053.27 0.83% 3,195,631.29 54.96% 2,618,421.98 12,655,604.43 28.21% 4,721,450.52 37.31% 7,934,153.91 Total 698,032,192.53 100.00% 3,195,631.29 0.46% 694,836,561.24 44,861,322.36 100.00% 5,656,652.36 12.61% 39,204,670.00 2020 ANNUAL REPORT 307 XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 1. Accounts receivable (Cont’d) (1) Disclosure of accounts receivable by category (Cont’d) Accounts receivable assessed collectively for impairment: Accounts receivable from related party customers Unit: RMB Closing balance Ageing Book balance Bad debt provision ECL rate Within 1 year 692,218,139.26 Total 692,218,139.26 –- Accounts receivable assessed collectively for impairment: Accounts receivable from non-related party customers Unit: RMB Closing balance Ageing Book balance Bad debt provision Percentage Within 1 year 2,811,232.10 192,810.12 6.86% 1-2 years 2-3 years Over 3 years 3,002,821.17 3,002,821.17 100.00% Total 5,814,053.27 3,195,631.29 54.96% If the bad debt provision of accounts receivable is made in accordance with the general model of ECLs, please disclose the information about bad debt provision with reference to the way of disclosure of other receivables: √ Applicable Not applicable By ageing Unit: RMB Ageing Closing balance Opening balance Within 1 year 695,029,371.36 40,358,501.19 1 to 2 years 2 to 3 years Over 3 years 3,002,821.17 4,502,821.17 Subtotal 698,032,192.53 44,861,322.36 308 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 1. Accounts receivable (Cont’d) (2) Provision, recovery or reversal of bad debt provision for the period Provision of bad debt provision for the period: Unit: RMB Changes in the period Opening Closing Recovery or Category balance balance Provision reversal Write-off Others Bad debt provision 5,656,652.36 5,516,556.84 7,977,577.91 3,195,631.29 Total 5,656,652.36 5,516,556.84 7,977,577.91 3,195,631.29 (3) Top five other receivables according to closing balance of debtors The total amount of the Company’s top five accounts receivable based on closing balance of debtors for the period was RMB696,640,739.26, which accounted for 99.80% of the closing balance of the total accounts receivable. The closing balance of corresponding bad debt provision amounted to RMB3,106,147.59. 2. Bill receivable Unit: RMB Closing balance Open balance Bill type Book balance Bad debt provision Book value Book balance Bad debt provision Book value Bank acceptance bill 553,050,000.00 553,050,000.00 2,230,000,000.00 2,230,000,000.00 Commercial acceptance draft 917,670,000.00 917,670,000.00 1,024,460,000.00 1,024,460,000.00 Total 1,470,720,000.00 1,470,720,000.00 3,254,460,000.00 3,254,460,000.00 2020 ANNUAL REPORT 309 XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 2. Bill receivable (Cont’d) (1) Bills receivable endorsed or discounted at the end of the period but not yet due Unit: RMB Amount Amount not derecognised derecognised at the end of at the end of Type the period the period Bank acceptance bill 553,000,000.00 Commercial acceptance draft 917,670,000.00 Total 1,470,670,000.00 3. Other receivables Unit: RMB Item Closing balance Opening balance Dividend receivables 200,000,000.00 Other receivables 10,437,425,503.02 13,975,590,537.58 Total 10,637,425,503.02 13,975,590,537.58 (1) Dividends receivable 1) Classification of dividends receivable Unit: RMB Item (or investee) Closing balance Opening balance Shandong Chenming Group Finance Co., Ltd. 200,000,000.00 Total 200,000,000.00 310 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 3. Other receivables (Cont’d) (2) Other receivables 1) Other payables by nature Unit: RMB Closing book Opening book Nature balance balance Open credit 10,482,693,848.05 14,082,545,251.05 Guarantee deposit 7,421,297.60 5,454,233.36 Advances 526,752.62 Insurance premium 291,708.31 13,979.13 Reserve and borrowings 6,971,976.60 8,089,922.34 Others 95,539,178.66 74,361,611.85 Total 10,592,918,009.22 14,170,991,750.35 2) Particulars of bad debt provision Closing bad debt provision at phase 1: Unit: RMB Expected credit loss rate (%) Book for the next Bad debt Carrying Category balance 12 months provision amount Reason Bad debt provision assessed individually Interests receivable Dividends receivable Bad debt provision assessed collectively 10,527,835,552.61 0.86% 90,410,049.59 10,437,425,503.02 Amount due from government agencies 15,283,836.32 99.72% 15,241,735.75 42,100.57 Amount due from related parties 9,987,186,523.95 0.19% 19,038,071.05 9,968,148,452.90 Other receivables 525,365,192.34 10.68% 56,130,242.79 469,234,949.55 Total 10,527,835,552.61 0.86% 90,410,049.59 10,437,425,503.02 2020 ANNUAL REPORT 311 XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 3. Other receivables (Cont’d) (2) Other receivables (Cont’d) 2) Particulars of bad debt provision (Cont’d) As at the end of the period, closing bad debt provision at phase 3: Unit: RMB Expected credit loss rate (%) Book for the next Bad debt Carrying Category balance 12 months provision amount Reason Shouguang Paper Mill No.2 1,500,000.00 100.00% 1,500,000.00 Overdue for a prolonged period and unlikely to be recovered. Arjo Wiggins Chenming Specialty 1,290,901.12 100.00% 1,290,901.12 Overdue for a Paper Co., Ltd. prolonged period and unlikely to be recovered. 71 entities including Qingdao 62,291,555.49 100.00% 62,291,555.49 Recovery Jieneng Qilunji Group Co., Ltd. subject to ( uncertainties ) Total 65,082,456.61 100.00% 65,082,456.61 Changes in carrying book balances with significant changes in loss provision for the period Applicable √ Not applicable Disclosed by ageing Unit: RMB Ageing Closing balance Opening balance Within 1 year (including 1 year) 10,315,335,710.07 10,816,421,382.30 1-2 years 190,920,767.76 3,307,579,124.71 2-3 years 40,248,068.73 6,172,674.00 Over 3 years 46,413,462.66 40,818,569.34 Total 10,592,918,009.22 14,170,991,750.35 312 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 3. Other receivables (Cont’d) (2) Other receivables (Cont’d) 3) Provision, recovery or reversal of bad debt provision for the period Bad debt provision for the period: Unit: RMB Changes in the period Recovery Category Opening balance Provision or reversal Written off Others Closing balance Bad debt provision 195,401,212.77 37,652,222.16 77,560,928.73 155,492,506.20 Total 195,401,212.77 37,652,222.16 77,560,928.73 155,492,506.20 4) Top five other receivables according to closing balance of debtors The total amount of the Company’s top five accounts receivable based on closing balance of debtors for the period was RMB6,707,802,935.77, which accounted for 63.32% of the closing balance of the total accounts receivable. The closing balance of corresponding bad debt provision amounted to RMB0.00. 2020 ANNUAL REPORT 313 XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 4. Long-term equity investments Unit: RMB Closing balance Opening balance Item Book balance Impairment provision Book value Book balance Impairment provision Book value Investment in subsidiaries 21,845,592,649.90 21,845,592,649.90 23,275,652,649.90 23,275,652,649.90 Investment in joint ventures and associates 352,509,931.98 5,994,545.96 346,515,386.02 360,122,213.93 5,994,545.96 354,127,667.97 Total 22,198,102,581.88 5,994,545.96 22,192,108,035.92 23,635,774,863.83 5,994,545.96 23,629,780,317.87 (1) Investment in subsidiaries Unit: RMB Change for the period Closing balance Opening balance Additional Withdrawn Impairment Closing balance of impairment Investee (Book value) contribution contribution provision Others (Book value) provision Chenming Paper Korea Co., Ltd. 6,143,400.00 6,143,400.00 Chenming GmbH 4,083,235.00 4,083,235.00 Shandong Chenming Paper Group (Fuyu) Sales Co., Ltd. 1,000,000.00 1,000,000.00 Hailaer Chenming Paper Co., Ltd. 12,000,000.00 12,000,000.00 Huanggang Chenming Pulp & Paper Co., Ltd. 2,250,000,000.00 50,000,000.00 2,300,000,000.00 Huanggang Chenming Arboriculture Development Co., Ltd. 70,000,000.00 70,000,000.00 Jilin Chenming Paper Co., Ltd. 1,501,350,000.00 1,501,350,000.00 Jinan Chenming Investment Management Co., Ltd. 100,000,000.00 100,000,000.00 Jiangxi Chenming Paper Co., Ltd. 822,867,646.40 822,867,646.40 Shandong Chenming Power Supply Holdings Co., Ltd. 157,810,117.43 157,810,117.43 Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 264,493,210.21 264,493,210.21 Shandong Grand View Hotel Co., Ltd. 80,500,000.00 80,500,000.00 Zhanjiang Chenming Pulp & Paper Co., Ltd. 5,055,000,000.00 27,500,000.00 5,082,500,000.00 Shouguang Chenming Modern Logistic Co., Ltd. 10,000,000.00 10,000,000.00 Shouguang Chenming Art Paper Co., Ltd. 113,616,063.80 113,616,063.80 Shouguang Meilun Paper Co., Ltd. 4,449,441,979.31 4,449,441,979.31 Shouguang Shun Da Customs Declaration Co, Ltd. 1,500,000.00 1,500,000.00 Shandong Chenming Paper Sales Co., Ltd. 762,641,208.20 762,641,208.20 Shouguang Chenming Import and Export Trade Co., Ltd. 250,000,000.00 250,000,000.00 Shouguang Chenming Papermaking Machine Co., Ltd. 2,000,000.00 2,000,000.00 Shouguang Chenming Industrial Logistics Co., Ltd. 10,000,000.00 10,000,000.00 Shouguang Chenming Hongxin Packaging Co., Ltd. 3,730,000.00 3,730,000.00 Shandong Chenming Group Finance Co., Ltd. 4,000,000,000.00 4,000,000,000.00 Chenming Arboriculture Co., Ltd. 45,000,000.00 45,000,000.00 Shanghai Chenming Industry Co., Ltd. 3,000,000,000.00 3,000,000,000.00 Chenming (HK) Limited 118,067,989.55 118,067,989.55 Chenming Paper United States Co., Ltd. 6,407,800.00 6,407,800.00 Shandong Coated Paper Sales Co. Ltd. 20,000,000.00 20,000,000.00 Weifang Chenming Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) 158,000,000.00 4,790,000.00 162,790,000.00 Total 23,275,652,649.90 82,290,000.00 1,512,350,000.00 21,845,592,649.90 314 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 4. Long-term equity investments (Cont’d) (2) Investment in associates and joint ventures Unit: RMB Change for the period Investment gain or l ss Adjustment of Distribution of recognised other cash div dend Closing balance Opening balance Addit onal Withdrawn under equity comprehensive Other change i or profit Impairment Closing balance of i pairment Investee (book value) contribution contribution method i come equity i terest declared provis on Others (book value) provis on I. Associates Jiangxi Jiangbao Media Colour Printing Co. Ltd. Zhuhai Dechen New Third Board Equity Investment Fund Company (Lim ted Partnership) 52,412,989.91 -11,330.29 52,401,659.62 Ningbo Kaichen Huamei Equity Investment Fund Partnership (Lim ted Partnership) 199,528,847.52 -978,921.25 198,549,926.27 Chenming (Qingdao) Asset Management Co., Ltd. 8,669,491.17 5,060.01 8,674,551.18 Xuchang Chenming Paper Co., Ltd. 5,994,545.96 Subtotal 260,611,328.60 -985,191.53 259,626,137.07 5,994,545.96 II. Joint ventures Shouguang Chenming Huisen New-style Construction Materia s Co., Ltd. 3,789,667.61 2,356,074.42 1,200,000.00 4,945,742.03 Weifang Sime Darby West Port Co., Ltd. 89,726,671.76 -7,783,164.84 81,943,506.92 Subtotal 93,516,339.37 -5,427,090.42 1,200,000.00 86,889,248.95 Total 354,127,667.97 -6,412,281.95 1,200,000.00 346,515,386.02 5,994,545.96 2020 ANNUAL REPORT 315 XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 5. Revenue and operating costs Unit: RMB Amount for the period Amount for the prior period Item Revenue Operating costs Revenue Operating costs Principal activities 6,881,284,099.00 5,528,211,060.91 5,832,105,007.21 4,489,117,606.27 Other activities 1,628,789,694.88 1,370,949,760.15 1,082,049,793.98 994,302,334.92 Total 8,510,073,793.88 6,899,160,821.06 6,914,154,801.19 5,483,419,941.19 Information related to performance of contractual obligations: The Group’s performance obligations of machine-made paper are usually fulfilled within one year. The Group adopted advance receipts or provides accounting periods according to different customers. As the main responsible person, the Group directly conducts sales, generally at the same time as the goods are delivered or the goods are delivered to the destination designated by the customer, the control of the goods is transferred to the customer, and the Group obtained the unconditional right to receive payment. Information related to the transaction price allocated to residual performance obligations: At the end of the Reporting Period, the amount of revenue where contracts were signed but unfulfilled or with uncompleted performance obligation is RMB156,487,086.88, and RMB156,487,086.88 is expected to be recognised in 2021. 316 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XVII. Major Item Notes of the Parent Company’s Financial Statements (Cont’d) 6. Investment income Unit: RMB Amounts during Amounts during Item the period the prior period Income from long-term equity investments accounted for using the cost method 604,220,123.68 1,085,829,000.00 Income from long-term equity investments accounted for using the equity method -6,412,281.95 -11,142,579.41 Investment gain on disposal of long-term equity investments -249,714,762.64 277,000,000.00 Investment gain on disposal financial assets measured at fair value through profit or loss 784,345.77 Total 348,093,079.09 1,352,470,766.36 2020 ANNUAL REPORT 317 XIII Financial Report XIIX. Supplementary information 1. Breakdown of extraordinary gains or losses for the current period √ Applicable Not applicable Unit: RMB Item Amount Remark Profit or loss from disposal of non-current assets -51,477,216.37 Government grants (except for the government grants closely related to the normal operation of the Company and granted constantly at a fixed amount or quantity in accordance with a certain standard based on state policies) accounted for in profit or loss for the current period 943,720,129.34 Profit or loss from debt restructuring -14,942,498.74 Except for effective hedging business conducted in the ordinary course of business of the Company, gain or loss arising from the change in fair value of financial assets held for trading, derivative financial assets, financial liabilities held for trading and derivative financial liabilities, as well as investment gains from disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and other debt investments 21,166,216.02 Other gain or loss items within the definition of extraordinary gain or loss 8,582,997.62 Other profit or loss items consistent with the definition of extraordinary items Losses from abnormal suspension of operation -24,567,901.71 Consumable biological assets subsequently measured at fair value -13,329,852.55 Less: Effect of income tax 120,949,832.54 Effect of minority interest 155,276,771.30 Total 592,925,269.77 –- The Company defines non-recurring profit and loss according to the definition in Explanatory Announcement No. 1 on Information Disclosure of Companies Offering Their Securities to the Public – Non-recurring Profit and Loss and classifies non-recurring profit and loss listed in Explanatory Announcement No. 1 on Information Disclosure of Companies Offering Their Securities to the Public – Non-recurring Profit and Loss as nonrecurring profit and loss, please explain the reason. Applicable √ Not applicable 318 SHANDONG CHENMING PAPER HOLDINGS LIMITED XIII Financial Report XIIX. Supplementary information (Cont’d) 2. Return on net assets and earnings per share Earnings per share Rate of return on net assets Profit for the reporting period on weighted average basis Basic (RMB per share) Diluted (RMB per share) Net profit attributable to ordinary shareholders of the Company 5.84% 0.36 0.36 Net profit after extraordinary gains or losses attributable to ordinary shareholders of the Company 2.50% 0.15 0.15 When calculating financial indicators such as earnings per share and rate of return on weighted average net assets, the interest on Perpetual Bonds of RMB171,776,438.36, the dividends on Preference Shares of RMB387,101,073.42 declared to be distributed and the cash dividends of RMB116,679,908.80 attributable to the shareholders of restricted shares expected to be unlocked in the future among the dividends distributed during the reporting period are deducted. 3. Accounting data difference under accounting standard at home and abroad (1) Differences of net profit and net assets disclosed in financial reports prepared under IAS and Chinese accounting standards Applicable √ Not applicable (2) Differences of net profit and net assets disclosed in financial reports prepared under oversea and Chinese accounting standards Applicable √ Not applicable 2020 ANNUAL REPORT 319 XIV Documents Available for Inspection I. The financial statements signed and sealed by the legal representative, financial representative and head of the financial department of the Company; II. The original copy of the auditor’s report which is sealed by the accounting firm and signed and sealed by the certified public accountant; III. The original copies of the documents and announcements of the Company disclosed in the designated newspaper and on the website as approved by the CSRC during the reporting period; IV. The annual report disclosed on the website of The Stock Exchange of Hong Kong Limited; V. Other related information. The Board of Shandong Chenming Paper Holdings Limited 25 March 2021 320 SHANDONG CHENMING PAPER HOLDINGS LIMITED